A Dark Rebirth
by Shadow Master
Summary: (Gender Bender)(BtVS/Earth-616 Mainstream Marvel Universe) Big things from small beginnings. These words have been used to encourage and inspire. However it looks like chaos bit off a bit more than it could chew this time.
1. Chapter 1

"A Dark Rebirth" by Shadow Master

(BtVS/Marvel Comics)

email: ryley[underscore]breen

Disclaimer: I do not own any of the copyrighted material contained herein. They are the rightful property of their respective creators and associated companies. I make no profit from this whatsoever and I have no intention of changing that in the future. I write because readers enjoy my work and because it's fun. Therefore I would greatly appreciate it if no legal action were taken against me because I can promise you whatever amount of money you get from me won't cover even a tenth of your legal fees.

Note 1: I know I have other fics in progress and some of you may say I should focus on finishing them before starting anything new. However as much as I try to resist I am something of a slave to my muse. Whenever a new and interesting idea pops up that catches her interest I just can't help but follow her lead.

Note 2: YES this will have YAHF as a starting point if only because I couldn't think of another way to bring about what I wanted.

Note 3: Timeline wise this'll be happening around the Halloween episode of BtVS. In the Marvel Comics Earth-616 universe this'll be happening roughly when the February 2005 issues were released. So if you want to get familiar with the lay of the land in the marvel universe go to Category:2005,_February?display=exhibition&sort=mostvisited and read the issues highlighted there. I might be going a few issues ahead or a few issues back of certain titles but that's only to make sure things mesh properly.

Note 4: as usual while I will be doing my best to stay close to canon there will be changes made in order to tell the story I want to tell. Some will be big changes while others will be small changes. If you're someone who is an absolute stickler for canon and considers any deviation to be blasphemy then I suggest you hit the back button on your browser and find another fan fiction story to read.

Note 5: Extra thanks to Holyknight for his help in fleshing out this idea of mine and providing some interesting plot possibilities to consider.

 _A Dark Rebirth_

 _ **Earth-2271097**_

 _ **T-Minus Five Hours Until the End**_

"Would Alexander Harris please report to the principal's office." Came the school secretary's voice of the P.A system, "Alexander Harris please report to the principle's office."

"What'ja do now Harris? Drink all the alcohol from the chem lab?" asked one of the nearby jocks mockingly.

"Oh I would've but didn't you and your pals finish the last bottle this morning?" he asked with faux confusion in his voice.

"Nah I think it was your blonde bodyguard." The jock fired back looking only a little angry, "Can't blame her if she has to look after your sorry ass all the time."

He wanted to fire back, to tell the idiot that Buffy had saved his life and everyone else's countless times, but that wasn't his secret to tell. Still the anger from having to walk away, the anger from being reminded of what Buffy had done earlier during his confrontation with Larry, remained so he gave the jock one of his best glares then stalked off for the principal's office. He didn't know what the troll wanted but he knew it couldn't be good for the simple reason that unlike Flutie the man currently occupying the principle's chair couldn't care less about 'nurturing' kids. To Snyder every single student in the school was a criminal in waiting who'd never amount to anything and could only marginally be used to make him look better to his bosses.

And for those that he considered particularly foul black marks on his reputation, like the Scoobies, were to be made to suffer until a chance to expel them all appeared.

 _As much as I'd like to give that little toad a piece of my mind it'll just make it easier for him to find an excuse to drag Buffy and the others into his clutches._ He thought as he began to breath out all his anger, _Gotta get calm and lock down the rage._

People rarely saw it, the rage he had inside of him, because he used different things to keep it from getting a foothold on his soul and mind. He knew that the moment he let the rage seize control he'd be taking the first step on the road to becoming his father and that was a fate to be avoided at all cost. His distractions, laughter and guy stuff, didn't always work though but that was part of the deal when you fought the good fight. The stress and the drama got to you making your control slip but he always managed to lock it back up afterwards once the heat of the moment died down. The only times he purposelessly let it out was when there was slayage to be done because those monsters deserved to be on the receiving end of it. Plus it made getting the adrenaline surge he needed to up his speed and strength easier so it was win-win all around.

However it wouldn't help him with Snyder unless he wanted to go for murder two and that'd just hurt the others so that was a big negative.

A few minutes later and he was walking through the door to the little secretarial area just to the left of Snyder's office and while she didn't say anything a look of sympathy was on her face. With a nod of thanks he continued on to the door that led to Snyder's office and knocked twice figuring that being polite would be a nice opening salvo for what was to come.

"Get in here Harris!" Snyder yelled from inside sounding as sunny as he ever did.

Which was to say not one LITTLE bit.

Pushing the door open and walking in he saw Snyder standing in front of the window behind his chair, arms clasped behind his back, looking very much like a guy about to lower the boom. Coming to a stop just a short ways away from the desk he waited to find out what kind of special hell the troll had come up with this time.

"I know that you along with every other pathetic student in this school see me as some kind of monster Harris. That I'm treating you poorly for personal reasons but that couldn't be farther from the truth." Snyder said in an oddly lecturing tone of voice, "I simply have set standards in my mind of what a true student, a true human being, should be and with only a few exceptions you're all failing miserably to meet them."

 _Yep! Same old Snyder._ He thought with a bit of snark, _Bet you every Twinkie on the planet that he hasn't gotten laid once since the day he was born._

"Now according to the law I have to provide each of you with what passes for an education in this country and only after you graduate can I finally wash my hands of you." Snyder said sounding quite displeased with that, "Fortunately I've found a much more effective way of getting rid of the troublemakers. Open the folder on my desk."

Warily looking between the folder and the man he reluctantly did as he was told but when the contents were laid bare he almost immediately wished he hadn't opened the folder. Inside were an assortment of pictures, documents and notes but the one thing they all had in common was the Scoobies. Not a single one existed that didn't have him, Buffy, Willow, Giles or Cordy featured obviously for all to see. However what was being shown made him wonder if he and the gang had grossly underestimated how aware people really were of what went on at night. He saw pictures of Buffy going into She-Mantis' house with Giles and Willow, pictures of eating the school mascot with the other Pack members, breaking into CRD labs and the list went on from there. There were never any pictures of demons or the things they fought though but whether that was because of some mojo reason or because of the camera he didn't know.

All he knew was that he dreaded what Snyder had planned for all this.

"These are just copies of course. I'm not stupid enough to let you get within fifty feet of the originals since you'd probably try to destroy them." Snyder said as he reached over the desk and closed the folder, "It seems you and your little gang have been quite busy in the last year and a half. Multiple counts of breaking and entering, destruction of private property, suspicious proximity to some rather unpleasant deaths, arson, damage to museum property and last but not least underage drinking. Any one of these could put you and your friends in jail…put them all together and well…I think even a dim bulb like you can figure it out."

"So what?" he asked keeping his tone neutral for the time being, "Is this the part where you have the cops come in and slap the cuffs on me?"

"Mmmmm that would be fun to see but I've got a much better idea." Snyder replied with a smile that was SO not of the good, "You see as long as I have this information I can crush you and your friends anytime I want. But that'd be too quick and not a very effective example to the rest of the student body."

"Example?" he asked not liking where the conversation was going.

"Yes. Of what I can do to make their lives even more difficult than they already are." Snyder replied with a smile that was pure villainy, "Starting with you I plan to make each of your little band of misfits destroy your own lives here at Sunnydale High School. Tear your own reputations to shreds, humiliate yourselves in front of your peers and leave legends behind that'll make every future student shudder in disgust when they hear about you."

"And if we prefer jail to that?" he asked feeling the rage become a lot harder to keep under control.

"Well it won't be as fun but I think it's safe to say that none of you will be accepted to college once you get out. Places of higher education tend to be a bit reluctant to admit ex-cons." Snyder replied showing disappointment for a moment before the evil smile returned, "Imagine dear Willow unable to go to the colleges she wants to because they tell her 'she is not the sort of student they want'. Summers won't have to worry about college but I imagine that getting any job that requires a criminal record check will be out of her reach. Minimum wage for her then. As for Miss Chase I wouldn't be surprised if her parents disowned her once they get the news. Still I suppose working a street corner will bring her enough money to keep SOME of the lifestyle she's used to. As for Mister Giles well-"

"What do you want me to do?" he asked unable to keep the bubbling rage from mixing with his words.

"Oh! You think you can protect your friends by falling on the sword!" Snyder exclaimed mockingly as he no doubt found it pathetic, "Okay. That might be good for a few laughs. In fact I figured you'd try to do something stupid like that so I made sure I was prepared."

With that Snyder reached down for something on his side of the desk before bringing a large paper bag into view with the words 'Ethan's Costume Shop' on the side.

"You will wear this costume. You will chaperone a group of elementary school brats trick or treating later tonight." Snyder said looking every bit the villain as he put the bag down on the desk, "And you'll make everyone think you LOVE dressing up in costumes like this."

Scared he picked up the bag and looked inside to see just what he'd be using to eviscerate what little pride and respect he had.

Damn.

"So what'll it be Harris?" Snyder asked the sadistic glee coming through loud and clear, "Sacrifice yourself to keep your merry band safe for a few weeks longer or refuse and you lead the line up into the back of a police meat wagon."

There really was no choice.

His friends were his life, his strength, so if this was what he had to do to protect them then he'd do it.

 _ **Sunnydale High School Courtyard, Later**_

"I can't believe we have to escort around a bunch of ankle biters!" Buffy whined as they walked out of the school and into the open air, "The one night of the year when everything that goes grrr takes the night off!"

"Well we can't exactly ignore Snyder." She said as she walked alongside her friend, "He's the principle. We blow him off and he'll just figure out something nastier to hit us with."

"I know. Impotent little troll." Buffy growled without breaking stride.

It was frustrating to know that such a hate filled man was given power over them but it wasn't like there was anything they could do about it. They were students and the most they could probably do was write a few angry letters to the school board or try to get some of the students to join them in a protest of sorts. However as much as she hated to admit it she doubted that'd do any good considering the state denial the people in power submerged themselves in every day despite evidence of the supernatural. It either meant that they were corrupt, stupid or cowards none of which were traits a reliable person would have or that they could count on to support them. As such the best they could do was endure and if necessary bend the rules in order to come through more or less intact.

Looking ahead she became somewhat puzzled as she spotted Xander sitting on one of the stone benches near the front gate of the school looking like he just got told he was going to die. This possibility did not do wonders for her peace of mind and so she quickened her pace causing Buffy to follow her albeit in confusion. As she got closer to her best friend she noticed a paper bag next to him with the words 'Ethan's Costume Shop' written on the side. It made her wonder if what was inside it was the source of Xander's current emotional state but rather than give into her impulse to look inside she decided she'd talk things through first.

"What's wrong Xander?" she asked before sitting down next to him on the bench.

"Oh nothing. Really! I just have to dress up in an embarrassing costume tonight when we escort the kids around trick or treating and pretend to LIKE IT!" Xander replied sounding angry, frustrated and yet resigned at the same time.

"You mean someone's forcing you to? Who?" she asked wondering what was going on.

"Snyder." He replied spitting out the name like it was the vilest tasting thing he'd ever had in his mouth.

"WHAT!?" she and Buffy exclaimed in surprise at the revelation.

"I don't know how but he's got photos and documents of every little thing we've done since Buffy came to Sunnydale. Nothing demony or mojo related of course." He explained finally looking up at them, "Just enough to help the local PD put us away for more than a few years AND ruin our reps enough that getting a job or going to college is going to be just a bit shy of impossible."

"And the costume comes in…where?" Buffy asked looking like she really wanted to know what was so bad about the costume.

"The bastard wanted to get a kick out of throwing me a diseased bone. I dress up in that and he puts off ruining your lives for another few weeks." He replied pointing at the bag, "Correction: I dress up in that and put on a convincing performance that I LIKE dressing up in those sort of outfits."

"Well it can't be that bad." She said deciding she needed a visual aid to reassure her best friend, "I mean businesses that make costumes tend to make gender specific outfits more often than ones that'd fit both guys and girls. If Snyder found something in your size then it has to be something both genders can wear."

"You'd think that but you'd be wrong." He said before looking at the bag, "Go ahead. Take a look."

Deciding that now that she'd been invited to do it she'd give into her urge to peek inside the bag to see what had Xander looking like he was about to go away for twenty to life. Opening the bag she reached in and grabbed the first thing her hand touched before bringing it out for her to get a good look at.

A wig of red hair that looked like it'd go just shy of halfway down Xander's back if he put it on.

It wasn't an unnatural shade of red but it was decidedly closer to tomato colored than her own hair.

 _Okay this isn't too bad. Lots of costumes involve long hair and there's nothing humiliating about them._ She thought before she set the wig aside and reached back in for another item.

However the next bit turned out to be some rather large shiny gold boots that while not high heeled or anything would definitely go up to about an inch or three above Xander's knees. The boots looked almost like they were made out of metal and then polished by a perfectionist but they weren't rigid so it was possible to fold them up all the way to the heels if needed.

 _O-kay! So this has to be some kind of superhero costume or something sci-fi._ She thought putting the boots on top of the wig, _Still nothing that can't be survived._

It was only when she reached in and pulled out a pair of shoulder length gloves made of the same shiny gold material as the boots that she began to suspect what the costume was. However the eternal optimist inside of her refused to give up hope that the outfit was something reasonable or at least something that wouldn't make people laugh at Xander too much. Going for what looked to be the last thing in the bag she pulled out a plastic bag and on the front of it was a picture of what the whole costume would be worn by a young woman either in college or newly graduated.

Not a guy in the costume.

A girl.

Specifically dressed up as the Dark Phoenix version of Jean Grey.

Looking at the size of the costume she had to admit that it was probably big enough that Xander could squeeze into it without too much trouble. He'd look ridiculous in it and she could think of seven different people who'd definitely take pot shots at him once they saw him but the costume would fit. Well the chest area would be a bit flappy since he didn't have the boobs to fill that area but she was pretty sure they could grab two water balloons and stuff them inside.

 _Why am I acting like I want this?_ She thought before mentally shaking her head, _This is going to be terrible for Xander. I mean sure guys dressing up as girls for Halloween isn't unusual but those guys usually have their super reputations to absorb the fallout. Xander doesn't!_

"So we bust into Snyder's office, grab the blackmail stuff and shred it." Buffy said sounding like it'd all be an easy fix.

"According to him the only things in his office are copies of the originals and he didn't say a word about where those are." Xander said making it sound like he'd already thought of that.

"And since we're not exactly best buds with him we have no clue about where he'd put the originals." She said finishing the line of thought for the group.

It was terrible and she knew that in an hour when her best friend arrived to pick up his group of kids he was going to be put through two hours of heckling, quippage and insults all designed to make him feel miserable. It'd be survivable but it'd take a long time for his reputation to return to what it was at the moment. Not that the rep was great or anything but it was definitely preferable to what it would be once people saw Xander dressed up as the Dark Phoenix.

 _There has to be a way to turn this around or at least soften the blow._ She thought as her mind scrambled for options, _Some way to get people to stop looking at Xander or not notice him as much…I GOT IT!_

"Well if you're going to dress like an X-Man than so are we." She declared making it clear she was firmly behind her idea.

"We are?" Buffy asked sounding like she'd been thrown a curveball.

"And we're going to get Cordy and Angel to do the same." She said not letting an ounce of doubt enter her voice.

"Now you're dreaming." Xander said sounding like he couldn't believe what he was hearing, "I can see Buff' getting Angel to do it but no way is Cordy going to go along with this."

"Did Snyder have pics of her too?" she asked even though she suspected the answer was yes.

"Yeah." He replied nodding his head.

"Then we have a common enemy and if that's not enough I'll tell her I'll foot the bill for her costume." She said not letting weakness show.

"Why are you willing to go so far Willow?" he asked sounding like he thought this was a little out of character for her.

"Because you're in trouble. Because it might be easier for you to handle if your friends do the same." She replied honestly and plainly, "Because it's a way to throw Snyder's plan back in his face. Do I need to go on?"

"Not really." Buffy said with an approving smile, "Okay I'll get in touch with Angel and tell him to meet us at the new costume shop. You two can rope Cordy into Willow's little plan."

"Sure. Give us the easy job." Xander said in perfect deadpan though she could tell from his eyes that his mood was definitely improving.

She genuinely hoped it kept going in that direction.

 _ **Cordelia's Car, Streets of Sunnydale, Later**_

"I can't believe you actually agreed to go along with this WITHOUT arguing about it more." He said with amazement as Cordy drove them to the costume shop.

"Rosenberg promising to pay for the costume helped." Cordy said without taking her eyes off the road, "But if der fuhrer is planning on declaring war on me I plan on getting the first shot in. Making you feel better is a completely unintentional side-effect."

"So basically it's free and it's retaliation?" he asked rhetorically before accepting that and moving on, "Gotcha!"

It was a lot easier thinking of it that way than even considering the possibility that Cordelia actually felt sorry for his predicament and was willing to go superheroine for the night to cheer him up. After all he was the president of the 'we hate Cordelia' club and he was pretty sure the feeling was mutual so out of a relationship like that no kindness could be had from her side. Him? Under the right circumstances he might be inclined to feel some positive emotions in connection to Cordelia Chase but most of the time she was a bitch who needed to be snarked at whenever possible.

Watching as the traffic went by he wasn't quite sure how he felt about Willow's little plan.

On the one hand he was touched that she was willing to forgo her traditional Halloween costume of a ghost in order to dress up as an X-Man for him. For YEARS his best bud had worn the same costume over and over again (well not literally the same but a ghost) without fail and despite some good tries she wouldn't budge. He could only presume that she really understood how difficult the evening was going to be for him, that he was doing it for her and the other Scoobies, and so felt she had to return the favor. He was tempted to convince her that she didn't need to leave her comfort zone just for him but at the same time he felt that this could be a good thing for her. It'd help her come out of her shell a bit more and maybe give her a bit more confidence in her appearance than she had at the moment.

On the other hand he was worried about how Snyder might see it and how the impotent troll would react. Would it be seen as a sort of defiance? Of opposition? If so then he had no doubt that the academic overlord would retaliate and he'd make it extra vicious if only to 'teach' them that resistance or defiance would not be tolerated. Considering what he'd heard spring from the foul man's mouth he shuddered at the possibilities that sprang to mind. It would be much better and safer for the others to just stay out of it and let him take the pot shots that would come his way solo. However he couldn't come up with a single argument that wouldn't sound lame or hypocritical considering the few times that either Buffy or Giles had tried to convince him to stay out of the slayage. All of his arguments for staying involved in the slaying centered around the almighty right to choose and free will so if he tried to convince the others to keep their heads down they'd just throw his own words in his face.

In the end he had no choice but to accept that unless they backed out of their own free will they'd be joining him in a Marvel Comics themed night.

When Cordy pulled up to the curb in front of the costume shop he could see a respectable flow of people going in and out of the store with the ones leaving looking quite excited about their purchases. Whether it was because they got good deals on the outfits or because the costumes themselves were better than they'd hoped for he didn't know. Once the Scoobies plus Cordelia were vehicle free they made their way inside of the shop to find it quite busy but thankfully not so much that they were deprived of elbow room at every turn. He could already see the Chase family look of disgust on Cordy's face as she obviously considered this establishment to be sub-par but since she wasn't turning around he presumed that she was willing to give it the benefit of a doubt.

As for Buffy…she was staring at something off to the side and when he looked to see what it was he had to sneer himself since it turned out to be a frilly dress of some kind that was at least two centuries out of date. Considering Buff' wasn't into renaissance stuff or history fan he knew she had to be daydreaming about how wonderful it'd look on her as well as how Deadboy would react. He would never, EVER, understand what could possibly make a girl think that dating a corpse was a good thing especially when said corpse could never give her half the things a normal lover or husband should. Personally he blamed all the romance novels, movies, tv shows and plays that in one way or another supported the phrase 'true love conquers all'. It made the girls that looked at them believe that any challenge, obstacle or problem could be defeated simply by holding onto the 'love' they had for one guy or given the times girl.

He didn't believe that one bit.

Love hadn't motivated his mother to finally press charges against Tony.

Love hadn't been enough to let Ampata live out the future she deserved.

Too many people saw Romeo and Juliet only to get swept away by the 'romantic' part of two lovers from opposing houses coming together.

They didn't remember how the play ended: both lovers dead by suicide.

Not happily ever after AT ALL.

"NO! I know what you want Buffy but tonight is for helping Xander out and standing up to Principle Snyder." Willow said as she physically pulled the blonde Slayer away from the frilly dress, "You'll have plenty of other times to try and get Angel to notice you. Besides that dress wouldn't match the outfit you're going to get him to wear."

Buffy whimpered a bit as her ideal costume choice got further and further away but eventually the Slayer accepted the reality of the situation and looked away.

As a group they proceeded to the back of the store where all the superhero costumes seemed to be hung up or put in display cases. There were a few from DC comics and others from Marvel comics plus a few that looked vaguely familiar to him but that he couldn't put names to. Still since Marvel comics was the theme they'd be going with he'd stick to that section since he was fairly certain that the girls would be asking him for the four one one on each costume.

"Okay dweeb. You're the geek here so pick something out for me but make sure it's something tasteful." Cordy said with a tone that implied pain if he slipped too far into the gutter with his choices.

Taking her warning to be genuine he began looking through the costumes looking for something feminine but also not so trashy looking that it could double as a stripper's stage outfit. Figuring she also wouldn't want to go to the trouble of dying her hair he specifically kept in mind outfits belonging to characters that had the same or similar hair color to Cordy. Considering some of what he could see this limited his choices a bit but eventually he spotted a red and black outfit that was sexy enough to get his seal of approval but at the same time wouldn't make Cordelia punch him.

"Here we go. The Scarlet Witch." He said holding up the outfit for the socialite to inspect, "It's the one she wore in the one shot title but it meets both our requirements. I think there are some boots here too…"

Handing her the outfit he looked below to where all the footwear was lined up and after five or so seconds came back with the right boots for the costume.

"Hmmmm…stylish, for a comic book character, good color choices and obscure enough that no one but the geek brigade would be able to figure out where it's from." Cordy said as she appraised his suggestion, "Fine. I'll take it."

 _One down._ He thought with a bit of relief as he went back to look for an outfit for Willow.

He knew that he had to at least show some care in this choice because while his best bud might be doing this for him he couldn't even consider some of the flashier or fleshier costumes worn by superheroines from Marvel comics. Still he had to choose something that was at least a little clingy and eventually he found one that'd fit the requirements before making Willow go tomato red in the face.

"Here. Looks like one of Tessa's more conservative outfits." He said pulling out a sleek deep blue/purple military style uniform, trimmed with some red lines, "We'll need to get you a wig or trim your hair and dye it black for you to totally have the look. Maybe also get some face paint to give you a slightly tanned look since that's what she had in the issue where she wore this outfit."

"Shouldn't be a problem. I think I saw some face paint over by the cash register and I see wigs over there." Willow said looking like she didn't mind the outfit or the additional work she'd need to do.

"Looks like you're two for two Xan." Buffy said sounding like she approved of his choices and was optimistic about his future ones, "What've you got for me and Angel?"

While not liking the vampire and tempted to find something truly embarrassing he knew that Buffy would only get pissed if he did that so he tried to find one more reasonable. It took him a minute or two but eventually he spotted one that he found oddly appropriate for Lord Forehead but also wouldn't get him in trouble with Buffy.

"Here we go. Sean Cassidy who was also known as Banshee." He said holding up the plastic covered blue, yellow and black outfit complete with flying squirrel wings, "They're both Irish and he's an X-Man."

He could tell just by looking at Buffy that while she couldn't come up with any coherent objections to the outfit her inner fashion expert wasn't giving the costume a passing grade. In the end she took the outfit without a word and while not the verbal approval the others had given her he'd take it.

Moving on he began to look through the costumes for something the Slayer would approve of but also would make the two hours dressed up as the Dark Phoenix more bearable. Looking through he saw a number of costumes that he liked but all of them had two little problems that'd keep Buffy from looking right in them. The first was that there didn't seem to be one that'd suit her height and every costume had definitely been tailored with a…ahem…full figured woman in mind. Not that Buffy wasn't beautiful or anything but there was no getting around the fact that she was short and only had Willow beat in the bust department.

It was as he strayed into the male costume department that he stumbled across something that caught his eye enough to keep him from going back to the ladies costume section. From what he could tell the fabric of the costume was very elastic in nature, obviously intended to cling to the wearer's form, and was simple enough in design that it could be made to fit with only a few adjustments. Plus he couldn't help but snicker a bit at the idea of Buffy wearing it in Deadboy's presence and that alone made it worth choosing.

"Here you go Buff'!" he said pulling the white and blue plastic covered outfit from the rack, "We'll have to ask the guy at the cash register if he's got the wings for this because otherwise we're going to need some inventive thinking."

Willow began laughing the moment she spotted the costume even though she did roll her eyes a bit since she no doubt had figured out the reason he'd picked it. While not the same comic book fanatic he was she'd seen enough of the ones he'd read to be able to identify the character associated with the costume. Buffy on the other hand looked clueless but definitely not in favor of an outfit that might make people laugh at her.

"What's so funny?" Buffy asked sounding like she might reject the outfit depending on the answer.

"Well the costume belongs to a male character named Warren Worthington the Third. He's this billionaire rich guy who owns his own company and is a mutant superhero on the side." He explained figuring that giving her the whole story would be best, "He's got these big feathery wings on his back and can fly. His codename is…Archangel. Though he used to go just by Angel. Considering Deadboy's name and the fact that he'll be going out with us to chaperone the kids it's kinda funny…right?"

Buffy looked back and forth between him and the Archangel costume for a minute but eventually seemed to concede that there was some humor to be found if the small grin was anything to go by.

"Let's get going and get the rest of the stuff we'll need." Buffy said finally taking the offered costume and picking up the boots that went with it, "We gotta be at the school by four or Snyder'll drop down on us like a ton of bricks."

Nodding in agreement they went about the store grabbing any accessories or make up they needed in order to do the characters justice with him being the final authority on such things. Fortunately aside from some face paint, a wig, some fake angelic wings, orange hair dye and a final item that the cashier had foisted on him as being necessary they all got it done in a relatively short period of time. Exiting the store Buffy went one way with her costume and Angel's while the rest of them went for the school since it'd save them time. As Cordelia's car sped along anxiety began to bubble inside of him because even with his friends offering their support there was still the fact that he'd be dressing up as a girl. Sure some guys could do it without repercussions but that was mostly because they had solid reps that could afford to take the hits or could somehow make it work for them.

He had neither a solid rep nor did he have any clue how to make a Dark Phoenix costume work for him.

Still he'd solider on through it just like every other crap-tastic event that'd come his way and with a bit of luck he'd be stronger for it.

He wouldn't let this be the thing that wound up breaking him.

 _ **Outside the Bathrooms at Sunnydale High School, A Little Before 4PM**_

"C'mon dweeb! We've got five minutes to get to the student lounge!" she yelled from the outside of the men's washroom where she knew Xander had gone in.

"I'm coming! Just give me a second!" Xander's muffled voice said from the other side of the door, "It's not easy getting into all this stuff!"

While she conceded that getting into a costume meant for a girl wouldn't be easy for a teenage guy she figured Xander would have an easier time of it than some chiseled and bulky jock. It still didn't change the fact that it was five minutes to four in the afternoon and Snyder had been quite specific that tardiness would not be tolerated. Not that she particularly cared about the volunteer program since she'd managed to escape signing up for it but if Xander wound up being late it'd give the troll a reason to come after the rest of them. She had enough trouble being loosely associated with Summers and her band of freaks and if she wound up being targeted specifically by Snyder it'd only make it harder to explain things away to her minions. So basically it was in her best interest to limit the avenues of attack that Snyder could use and hope that Harris and his fellow freaks could figure out a way to turn the tables on the principle.

IMAGINE her optimism.

When the door to the men's washroom finally opened she was torn between laughing and groaning with exasperation with what she saw. On the one hand standing before her was Xander Harris dressed up in a costume meant for a woman, wig and all, looking like he was actually praying for something freaky to happen so he could escape being seen wearing it. She had to admit that it was pretty funny right up until her eyes got to the chest area and that's where the exasperation came into things. She'd been there when the cashier at the store had pushed a pair of fake plastic boobs into the mix saying that it'd make the overall costume look better and had agreed at the time that it'd be better than leaving handfuls of fabric flapping in the wind. The Brit at the cash register had gone with a C to D size when it came to the fake boobs probably not knowing what would be the right size to properly fill out the costume.

However clearly it'd been a mistake to let Harris put the foamy boobs on because they were decidedly lopsided at the moment.

"God! Are you mental!?" she said pushing him back into the men's washroom before beginning to manipulate the accessory through the outfit, "You'd look like an even bigger freak than you already do leaving those fake boobs like that."

"Well it's a little hard keeping them in place and getting the spandex where it needs to be." Xander protested as she tried to shift the fake breasts into a respectable position.

It'd have been a lot easier to somehow get her hands under the costume but it was so tight and clingy looking that it'd definitely take more time than they had. Eventually though she managed to get the accessory where it looked almost presentable and hoped that it wouldn't shift out of place when dorkus moved or anything.

"There. Not perfect but that'd be impossible with you." She said with a barely accepting look on her face.

"Gee thanks!" Harris snarked looking very displeased with his predicament.

"Just be glad I didn't suggest make up dweeb." She retorted as the two of them began to make their way to the student lounge.

That shut him up nicely.

As she walked she was a little annoyed that he hadn't gone all slack jawed when he saw her in her costume but she conceded that his own predicament was probably all he was thinking of at the moment. She'd looked at herself in the mirror before stepping out of the ladies washroom and she had to admit the costume looked good on her. It wasn't designed to show more than it hid but it clung to her curves well enough that she could already tell that it'd keep the eyes of every guy in the room on her until she left. Another benefit was that since neither Andrew or Jonathan were in the school at the moment she didn't have to worry about them having nerd-gasms and letting everyone know she'd dressed up as a comic book character. The official story she planned on giving those that asked was that she'd dressed up as a sexy sorceress since it matched the costume well enough that no one would ask more.

As they got closer to the student lounge though she could hear the snickering, the giggling and the laughter as people spotted Xander with a few pointing their fingers at him.

"Something you want to tell us Harris?" one guy asked whom she didn't know and didn't care to know.

"Nice tits!" a giggling girl who'd tried out for the cheerleading squad but failed to make the cut said like she was trying to sound as mocking as possible.

This pretty much continued all the way to the student lounge but considering the number of people along the way and her own percentage estimates of how many were likely mouthy she concluded that her costume was having some effect. It'd be better once Summers and Rosenberg were with them since guys were always distracted by more eye candy and enough of the girls liked to copy her minions when it came to those two that they'd prioritize the new targets over the old one. Looking about it didn't take long to spot the two with the fake angel wings Summers had on her back so without delay she led Harris over to them.

Once she got close enough her inner critique couldn't help but evaluate how each of them looked in their costumes and how bad they might make her look by association.

Summers' outfit was just a blue and white combo bodysuit with the former on the sides while a strip of the latter went straight down the center. Both the gloves and the boots were white and just to top off the whole 'angel' theme there was even a golden halo placed right between her breasts. There was even a bit of spandex that wrapped around her head leaving only a cut out in front for the face and one on the top for her hair to spill out. As for the wings they looked a bit too big on her but had been very realistically made making her think the manufacturer might've had it all done by hand by someone who knew a lot about bird wings. The only freaky thing that stood out though was the fact that Buffy had taken some sea blue face paint and completely coated her face in it and somehow found a shade of lipstick that meshed with the paint.

"Willow told me that this Warren guy is all blue skin in the comics at the moment." Buffy explained obviously expecting someone to ask her about her face.

"Whatever." She said dismissively as she turned to look at Rosenberg.

The military styling of the outfit was definitely a negative and the fact that the girl had no bust to speak of or at least not enough of one to interest most guys only made it worse. Things brightened a little bit with the fake tan she'd managed to put on her face and hands since it was definitely better than the pasty white she normally walked around with. The black wig wasn't too bad and thankfully Rosenberg had done a better job of making it settle right than Harris had with his fake boobs. Someone, probably Summers, had even managed to make it so that the hair from the wig framed Rosenberg's face giving it a bit of style and making it look less fake.

Not a giant leap forward from the softer side of Sears that Willow usually wore to classes but if it turned out to be enough to convince the girl to stop letting her parents dress her it'd be a good thing.

"You look…nice…Xander." Willow said obviously trying to cheer her friend up.

Not that it was working when every few minutes some idiot yelled a crack from across the room or served it up normally as they passed by.

"Oh yeah. GQ'll be calling me up for a photo shoot any minute now!" Xander said irritably clearly not liking how things were going.

"It could be worse you know." She said taking a stab at cheering him up a bit if only to keep him from whining, "At least no one's snapped a picture of you. This time next week no one'll remember anything."

She was fairly certain that it might take longer than a week for people to find something else to gab about.

FLASH!WHIRR!

Looking in the direction of the flash she saw someone she was pretty sure was on the yearbook committee running away with a camera in his hands.

"Okay…so maybe it's going to take a little longer for people to forget." She thought even as she began to wonder if she could intimidate the student into burning the photo and all the negatives.

She'd been caught in the picture too she was fairly sure so it'd be her reputation on the line as well as Harris'.

 _ **The Streets of Sunnydale, Residential Area, An Hour Later**_

 _When this is all over I'm burning this whole costume!_ He thought as he continued to escort his batch of kids around to the houses.

It'd been bad enough hearing everything his 'peers' had to say about him back at school but it'd only gotten worse when the students who weren't at the school with him along with the random native of Sunnydale saw him. It'd been worse because the fellow students they bumped into actually bothered to follow him in some cases inventing new and hurtful things to say no doubt in an effort to make him have an emotional breakdown of some kind. As for the random Sunnydaler he was pretty sure at least one of them knew Tony which meant that before the night was through he could bet his sperm donator was going to know about the costume he was wearing. That meant that sometime in the next twenty-four to forty-eight hours he could expect to be verbally reamed out by the man and probably get the crap kicked out of him for good measure. In Tony's eyes he was already a waste of space and a disappointment so having something that could cause people to call his sexual orientation into question would only make the drunk even madder.

He was seriously thinking about asking Willow if he could stay at her place for a week or so since by then whatever booze Tony poured down his throat would likely obliterate the asshole's memory enough for him to go home.

Glancing at his watch that he'd put over the right glove of his costume he could see that it'd just gone by the halfway point of how long he had to chaperon the snotty little kids. While the little guys and gals hadn't been quite as bad as those older than them they'd still managed to come up with some original names to call him, ask some original questions and generally been a pain in the ass. While he could vaguely recall being similar when he was their age he at least had had the sense to know when to keep quiet. Despite his best stern warnings and implied threats the kids had either ignored him or threatened to tell their parents on him. One of them even threatened to sue him for mental distress or something making him wonder what made the kid think he could do that and if he really was in trouble.

 _Whatever! I just want this night to be over sooner rather than later!_ He thought before looking over in the direction the rest of the gang was in.

Buffy, Willow and Cordy had stuck with him pretty much since they'd left the school with their groups of kids with none of them getting too far away from each other. Deadboy had hooked up with them as soon as the sun finished dipping below the horizon and as predicted was sticking pretty close to Buffy. While not as sexy as his gutter of a mind would prefer the way Buffy and Cordy's costumes clung to their curves was definitely a nice bit of eye candy for him. Seeing Deadboy with orange hair was fun even if the walking corpse still had his hair spiked up the way he normally had it. There was no sign of embarrassment like he'd hoped there'd be or even a little discomfort with the vampire but he guessed being all lovey-dovey with Buffy would keep most of that at bay. If there'd been some way that he could've forced Angel into a truly humiliating costume it would've been SO sweet but then Buffy would've kicked his ass and Willow would give him 'The Look' for a month. So even though embarrassing Angel would've made his own humiliation TOTALLY worth it he'd have to be satisfied with daydreaming of the possibilities.

He was just about to move on to the next house when he felt the oddest sensation in the air that actually had him turning back the way he'd come as though something might be sneaking up on him.

However just as his eyes registered that nothing unusual was behind him an unseen phenomena struck him, seemingly coming from within as well as without, with a level of force he had nothing to compare it with. Pain soon followed as every inch of body and more began to vocally express its agony to him all at the same time. His awareness of what was going around him all but vanished as pain became his world, his thoughts and his very language in less than half a second.

The only thing that seemed to be able to pierce through the pain was a rising sensation of heat.

 _ **A View From Above**_

In the seconds that followed the activation of the Janus ritual people all over Sunnydale began to change from what they were to what they'd dressed themselves up to look like. Teachers became mobsters, students became pirates and in some cases home makers turned into whip wielding dominatrixes.

However all of that paled when compared to the transformation that one teenaged boy named Alexander LaVelle Harris was going through at the moment.

Where the others who'd bought costumes or accessories from 'Ethan's Costume Shop' chose beings who were powerful the vast majority of them were still only mortal with half of them relying on technology or a unique genetic quirk for their special abilities. In the case of Xander Harris though he had dressed as someone who was not one fictional being but rather two and it was the second one that was causing all who could sense it to stand up and take notice. The first one was simple enough and had it been one of the normal versions of the fictional character Jean Grey then all that would've happened would've been a temporary gender change, psionic abilities and a false personality. However the second half of what Alexander had dressed up was an ancient cosmic entity that embodied life and death as well as the source of all psionic energy.

The second half was the Phoenix Force.

It was this fact that was quickly proving to be a bit of a problem because despite what some might think the Roman deity Janus was not monitoring things or controlling how much power went where. It was basically the equivalent of giving someone permission to use your credit card but not doing anything to limit how much they could charge to it. Even taking into account the ritual specifics there were no limitations built into it that would keep a transformed person from becoming too powerful.

Why were there such careless oversights you might ask?

Simply because in the time since the ritual had first been conceived mankind's imagination had given rise to characters, forces and beings that far outstripped what the original spell crafters could imagine. Indeed even the Gods themselves likely did not pay close attention to such things and so Janus would be unaware of precisely what he was lending his power for much less what it would bring into being.

Well they were paying attention now.

With every second that passed more and more of Janus' energy was being funneled into this one person, this one TRANSFORMATION, alarming the deity and causing him to do all he could to sever the connection. It was not easy since with every mystical 'yank' he performed his strength decreased substantially but eventually he was able to sever the connection. Normally this would have resulted in all those transformed by the ritual to revert to normal and the mortal who'd absorbed so much of his power would die as it burned them from the inside out.

However this time was different because in the seconds between Janus beginning his efforts to sever the connection and accomplishing it the unthinkable happened.

The Phoenix Force inside Alexander LaVelle Harris became self-sustaining.

This did not mean that it no longer required outside energy but rather that depriving it of Janus' divine power would not cause it to fade from existence as the Roman deity desired. Instead, with the power of a god no longer available to it, the Phoenix Force became akin to a hatching born prematurely and struggling to live with every mote of will it possessed. On instinct alone it reached out looking for anything that could make it stronger and allow it to keep burning bright and as it looked first towards that which was within its domain it found what it needed.

With a loud raptor shriek that was echoed by the fully transformed Alexander Harris' flames shot outward from the crimson clad young woman's form sweeping over everything in its path. Plants turned to ash in an instant just as everything else that the flames touched be it animal or human or even demon. However it was not a simple case of incineration as some might expect but rather the ruthless stripping of their respective life energies from their bodies upon the removal of which caused the bodies to fall apart. Freed of fleshy and leafy confines the life energies from those obliterated were absorbed into the Phoenix feeding it and making it stronger. As it was made stronger it was able to stretch out even further with its flames repeating the previous decimation of all living things as it went increasing in strength. It did not care that it was wiping out hundreds, THOUSANDS, of innocent lives because to any living thing nothing is more important than its own survival. Self-preservation is a powerful instinct and while those that have known life can bring themselves to override it under the right conditions those that have yet to grasp WHAT life is cannot.

Watching this occur the divine body known as the Powers That Be feared what would happen if the newly birthed cosmic being continued to feet upon the life energies of every organic being on the planet Earth. Would it be satiated before consuming everything or would it continue ever on until the entire solar system was reduced to a lifeless collection of rocks? They could not afford to take that chance and as if to force their hand the firebird began to do the one thing no being currently calling Earth home had managed to do successfully.

It touched and began to drain the dimensional energy of the Hellmouth itself.

The entire town of Sunnydale began to shake as the dimensional weak spit was being devoured by the Phoenix. Buildings began to crack and crumble, streets were broken in two like a two stick popsicle being broken in half and bit by bit what was once a flat surface began to curve ever downward as the tunnels collapsed. While the 'death' of a Hellmouth would be considered a boon by many for the Powers That Be it would mean the destruction of so many of their plans that featured Sunnydale as a key location. Already they would have to find someone new to be mayor and then come up with a way to make the world forget about all the people whose life energy had just been stolen so that they could repopulate the town. The only good thing they could think of was that the next two Slayers in line would be much easier to control than Buffy Summers had been. Kendra was a by the book Council raised Slayer who didn't have an independent thought in her head and was quite submissive to authority figures. Faith was damaged goods who'd jump at the chance to be treated better than she'd been by her own parents and wouldn't ask questions so long as her ego got stroked regularly.

Reaching out with their divine power they attempted to isolate the disruptive elements to their plans so that they could cease the destruction and give them time enough to determine a proper course of action. However this proved to be a poor course of action since the moment their power made contact with the Phoenix it actually managed to ABSORB their energy into itself. It was unfathomable that a fictional entity brought into being by Janus' poor foresight and power could even hope to comprehend their might never mind devour it but that was what was happening.

Fortunately for them their well of power was sizeable and so they weren't drained dry in an instant so they had time to look for a plan B. They couldn't contain Harris and the Phoenix because just making contact with the flames was causing the power drain. Doing nothing wasn't an option and then it occurred to them that there was one choice that they hadn't considered: do a wide field displacement of a fixed area and send it all to another dimension. It was going to be noticed but it was the only thing that didn't require direct contact with the flames and it'd get rid of their problems.

The Almighty would understand.

With that done they cancelled their attempt at containment and instead began to lock into place a grip on everything within a five mile radius of the Phoenix. A bit much but it would ensure that they could complete their work before the flames got too close to the quantum isolation field needed for dimensional displacement. It was hard work, harder than they thought it'd be, but in the end the field was created and so with a final mighty effort on their part a sphere ten miles in diameter in every conceivable direction vanished. With only a brief flash to herald its disappearance everything that was within the quantum isolation field vanished leaving a large crater where the town of Sunnydale used to be.

Sadly the damage was done.

The Hellmouth had been drained of so much of its power that nature was asserting itself and within two days the 'weak spot' between dimensions would be no more. All of its inhabitants, demon and human, that would've gone on to do things great and small were now gone for good either by the Phoenix's hand or by the might of the Powers That Be. While it might've been necessary to save the rest of the planet things were no longer what they once were nor was there any point to the old plans if they involved a resident of Sunnydale.

In the space of less than an hour a relatively harmless spell had killed thousands, destroyed millions of dollars worth of property, effectively shut down a Hellmouth and drained a sizeable portion of mystic might from a set of divine beings not to mention a Roman deity. It'd been centuries since the last time a FUBAR situation like this had happened and the Powers thought that they'd taken sufficient precautions against a repeat.

Obviously they need to go back to the drawing board.

As for what they dimensionally displaced…that's someone ELSE'S problem now.

 _ **Earth-616**_

 _ **The Forest Outside of Cooperstown, Alaska, USA**_

Confusion.

Fear.

Pain.

Torment.

Those were the things that he, Alexander LaVelle Harris, was feeling in spades at the moment even as he fell from the sky, crashed through a couple of tree branches and landed in a fortunately large pile of snow.

Not that it stayed snow for very long.

Even as he rolled onto his back he could see the flames surrounding him, turning snow into steam and wood into fuel, and out of an inborn instinct of 'fire dangerous' he crab walked away from it as quickly as he could. It didn't do any good though was the fire seemed to follow him no matter where he went and then he saw something that made it clear that escaping the blaze wasn't an option.

The fire was coming from HIM.

HE was emitting the fire!

He flapped his hands and arms as fast as he could thinking that it'd get his crazy limbs to stop producing fire but it actually seemed to make things worse. He then noticed that his legs, his oddly shapely legs, were also putting out flames and frantic thinking had him repeating his reactive method of putting out flames only to get similar results to his arms. He tried to think, tried to figure out what the HELL had happened, but his mind was not exactly calm as the mirror surface of a lake without so much as ripple on its surface. It'd probably be more accurate to compare it to a stormy sea where large waves were going this way and that slamming into things and generally making it difficult to focus on anything. He remembered going around Sunnydale chaperoning the elementary school kids, he remembered his friends dressing up in superhero costumes to retaliate against Snyder and he even remembered feeling something odd in the air just a couple minutes after five in the evening.

After that…after that…PAIN.

He'd been overcome with pain throughout his body and the sensation of things getting hotter around him by the minute with no end in sight…

"AAAHHHH!" he cried out only peripherally aware that his voice didn't sound like he remembered it.

Why was he only peripherally aware?

Well it was kinda hard to focus on one's voice when your mind was suddenly overcome with craziness like thoughts, emotions, memories and even some instincts that he KNEW didn't belong to him. Images of what looked to be a seventies style university and the name 'Oxford'. A voice in his head saying 'From now on, we're gonna have a little less ritual, and a little more _fun_ around here!' mixed with the sight of a cage being raised up into a beam of sunlight. Images of unicorns that for a moment induced a feeling of love and happiness before it too vanished only to be replaced with something else. On and on it went without end leaving him ever more confused as well as scared since this was unlike anything he had ever encountered before in his life. Even since joining up with Buffy he had never experienced his mind so thoroughly under assault as he did at the moment and in an effort to expel the fear vocally he let out a scream at the top of his lungs. With every bit of air he'd been able to take into his lungs and for as long as he could manage it he screamed but as he did so the flames as well as a strange internal warmth also rose to match it.

And a sound akin to screech from a hawk or another bird of prey echoed through both the air as well as his mind.

Freaked out by this he immediately shut up but that still left him with fire everywhere, mental elements that were definitely not his own popping up every five seconds and a complete lack of answers regarding how the HELL he'd gotten into his present predicament. By feel as well as trial and error he tried to force the unwanted mental chaos to calm down remembering all too well Giles reminding all of them that the quickest way to get dead in a bad situation is to lose one's shit. It wasn't easy and felt like he was trying to squeeze more stuff into a metaphorical closet than it was designed to hold. Nevertheless after an unknown amount of time later he managed to reduce the foreign mental elements from sensory overload to an annoying person who wouldn't stop talking.

Not what he would've preferred but definitely preferable since it now allowed him to try and figure out what to do next.

Standing up he wobbled a bit, figuring the ground was uneven or unstable, he looked about to find that the forest was still ablaze in just about every direction. There were a few gaps where there'd been nothing for the fire to burn or if there had been it'd long since been reduced to ash leaving only dirt and stones behind. He spotted at least one gap that he could use to get by but then he remembered that the flames seemed to be coming from him and only igniting the trees afterwards. Knowing he needed to cool off he looked down to see if he could figure out a way to do so he…he…

 _Why are there two breast sized lumps sticking out of my chest?_ He thought as he noticed two decent sized mounds pushing out the chest area of the Dark Phoenix costume.

Contrary to what some might think he wasn't stupid.

He completely remembered the fake boobs he'd been saddled with by the store cashier and then had put on in the men's washroom at school but there were two things that made the present different from those two times. The first was that despite how it'd looked to others he'd been able to feel the fake breasts resting on his natural manly chest the entire time he had them on.

At present there was no sensation of touch that indicated much less confirmed that what he was looking at was a set of synthetic tits resting on normal flesh.

The other thing that made the present different from back then was the fact that while before it could be argued that the fake breasts were between a C and a D in terms of size in the beginning that had changed. Now they'd gone from Kate Winslet tits from 'Titanic' to the rack that Salma Hayek had when they were filming 'From Dusk Til Dawn' and that was a decided jump in his opinion. Then again it was kinda hard to tell through the fabric so they might've actually jumped up to a larger size to for all he knew…BUT THAT WASN'T THE POINT!

The point was that he shouldn't have them AT ALL yet with a few seriously reluctant pokes of his finger he confirmed sensation that meant that they were a part of his body rather than fake things resting on his chest.

Naturally that's when he finally noticed for real that his 'hands' and the attached 'arms' were rather small and slim looking. Now while he hadn't been a gym nut like some of the guys at school who'd spend hours lifting weights and running on a treadmill to tone their bodies he'd still been in reasonable shape for someone his age. Indeed since he'd started helping Buffy out with the slayage he'd actually managed to put on a bit more muscle then he'd had previously so to suddenly go from baseball player arms to something he'd see when Cordy wore something sleeveless…FUCK! What the FUCK more specifically!

The more he looked the more his shock and incredulousness grew because according to what his eyes were telling him he was currently in a decidedly non-male body. His mind tried to come up with comforting explanations like his mind had been swapped into his body by magic or that he'd gotten jacked into some super realistic virtual reality set up but nothing satisfied him for long. In the end he had no choice but to accept the conclusion that somehow, some way, he'd been transformed from an average Californian teenage guy to a teenage girl on the same level as Mary Jane Watson.

If he'd actually been born a girl he would've considered it hitting the jackpot.

Seeing as how he was born a guy instead though…yeah he was working his way back up to freaking out despite his best efforts to keep his emotions under control.

 _Anytime you want to throw me a line God I'm right here waiting!_ He thought even as the woods around him continued to burn.

 _ **New York City**_

"AVENGERS ASSEMBLE!" came a bellow from a man you just didn't question and always responded to immediately, "All Avengers to the Quinjet hanger NOW!"

When Captain America told you to do something you didn't ask questions.

You just did it.

Pulling his mask down over his mouth he leapt in his usual manner off of the couch and continued to leap from floor to wall to ceiling in order to get to the hanger as quickly as he could. Whatever was going on it'd have to be big to get Cap to talk like that and that meant that being tardy would get anyone on the team a lecture assuming they didn't get left behind entirely. Cage and Wolvie were following close behind since they'd been close by at the time and both were doing a pretty decent job keeping up with him. Not that he expected different considering they both had muscles on muscles, above human strength and no one got to this level of the superhero game without being able to haul ass when necessary. Naturally as he navigated the hallways of Stark Tower to get to the hanger he wondered what precisely had Cap so serious that he'd gone all 'no nonsense'. Based on past experience it'd definitely be something big, Galactus big, but since his show hadn't been interrupted by a news broadcast he'd bet money on it happening someplace remote. Kinda odd when you think about it. For some reason or other all the super villains and hostile aliens all seemed to want to make a name for themselves in the Big Apple or someplace else with a lot of people.

Still it'd make their job easier since there'd likely be fewer civilians to get out of danger so they could go all Steve Austin on whatever had Captain America worried.

They got to the hanger about the same time Jess did and once they were inside the Quinjet they found both Cap and Iron Man already there going through the preflight checklist. In fact unless he'd suddenly developed a need to have glasses again they were actually skipping a few parts of the checklist and only going with the vital parts.

That was never a good sign.

"So what's lit a fire under your asses?" Logan asked as he sat himself down on one of the seats.

"A little over twenty minutes ago Stark Industries satellites picked up a dimensional disturbance in the vicinity of Cooperstown, Alaska." Iron Man said as the hanger door opened and the Quinjet began to ascend, "Normally this would just warrant watching to see if something came through and if it was dangerous. A few weeks would usually be taken to do an accurate appraisal. That's not the case here. We have a pretty good idea of what came through and whether or not it's a threat."

"Quit dancing around it Stark." Logan growled obviously aware of when someone was dancing around the truth, "What popped through?"

"Satellites tagged one life form, homo superior, but the reason we need to get there ASAP is because of the energy the person is giving off." Captain America replied allowing Shell Head to focus on piloting the Quinjet, "It's a ninety-five point four percent match for the Phoenix Force."

This, it was safe to say, got the attention of everyone in the Quinjet but Wolverine was obviously affected the most if him popping his claws was any indicator.

"Jeannie?" Logan asked with a voice thick with emotions both positive and negative.

"Positive ID wasn't possible through all the fire and psionic energy." Iron Man said as the aircraft surged forward and soon reached its top speed, "I'm currently having another satellite move into place with the most sophisticated camera my company produces installed in it. We should be able to get a visual by the time we're halfway there."

While he didn't know ALL the details regarding the Phoenix Force since it was more an X-Man thing than a general superhero thing he knew that the last time it showed up its host was one Jean Grey-Summers of the X-Men. Pretty much all the stories he'd ever heard had it so that every time Jeannie fully manifested the Phoenix Force she died. Either she went nuts and someone had to kill her or according to the more recent incident she let her guard down and got a planet sized stroke shoved into her body. Before dying though there was usually death, destruction and…OH YEAH the wiping out of an entire solar system. He didn't think it needed saying that he was against that happening just as much as everyone else in the jet.

He heard it cost a lot to move to a different solar system and while Tony was rich he doubted the man was THAT rich.

"So what do we do when we get there?" Spider-Woman asked sounding less than enthusiastic about confronting a cosmic entity capable of devouring a sun, "'Cause I'm not sure if you've checked but none of us are really in the Phoenix's league. If we had Thor or the Hulk that'd even things up but just the six of us…can you say MISMATCH?"

"Normally you'd be right but whoever or whatever is acting as a host for the Phoenix doesn't seem to know what to do with it." Iron Man said through his armor's external speakers, "Nothing I've seen so far indicates that it's preparing to fly anywhere and aside from setting the forest its in ablaze it hasn't done anything else where it is. This could mean that the dimensional disturbance it appeared from has disoriented it or somehow impaired it's ability to use its powers."

"In other words we kick it while it's down and hope we don't get turned into crispy critters." Luke summarized sounding a little more optimistic about their chances but still wary.

"Normally I'd be pointing out how un-hero that is but considering what we're up against…yeah I'll let it slide this once." He said feeling a little bad about breaking a few rules from the Superhero Rule Book but accepting that they had to in this case.

"Just in case I've put a call through to She-Hulk, Warbird, Iron Fist, Giant Man and Wasp to let them know to go on standby." Cap said as the cloud flew by underneath them, "If we can't handle this on our own then we're going to call them in as reinforcements."

"And if even with them we can't handle it?" Jessica asked bringing attention to the worst case scenario.

"Then we call in every person who's ever been an Avenger, contact the Fantastic Four and the X-Men." Iron Man replied with utmost seriousness, "One way or another we protect this world and the people living on it. No matter what."

While he'd like to remain naïve and believe that 'no matter what' did not include killing the host of the Phoenix Force he'd been in the hero business long enough to know that sometimes there was no other way. Oh he'd fight that option with every ounce of strength and drop of reason he could manage since in his mind heroes didn't kill PERIOD but in the back of his mind he acknowledged that sometimes it was necessary. There were some threats that no prison could hold, no gizmo could neutralize safely and that would keep on coming until someone stepped up ready to go with the option of last resort.

He really hoped it didn't come to that though.

"The X-Men'll be coming sooner rather than later Cap." Logan said without a shred of doubt in his voice, "With the Phoenix Force involved it's a safe bet that every telepath worth mentioning has picked up on it including Frost and Rachel. Wouldn't be surprised if they're airborne in an X-Jet right now haulin' ass to Alaska."

"We could use the help if it turns out we can't contain the Phoenix." Cap said sounding like he was only looking at things from a strategic point of view.

"If whoever the host is gets their head screwed on straight it's gonna take everything we got to stop it." Logan said obviously speaking from experience, "Last few times we only beat it 'cause we got lucky or Jeannie let us kill her. If this one puts up a fight…"

Wolverine didn't need to say anything more than that.

The Phoenix Force was a cosmic entity on par with the likes of Galactus and the Living Tribunal in terms of power. In the past it'd taken some clever thinking and the combined forces of every hero on the planet to confront such beings. If the Phoenix Force and its host got their act together and aggressively went about its business…there'd be no time to rally Earth's defenders or come up with some clever strategy.

 _Guess I gotta cross my web covered fingers and hope we get lucky._ He thought as everyone silently thought about the odds they were up against.

Then again if they wanted luck they probably should've left him at home because having the old Parker luck along for the ride rarely led to good things.

 _ **En Route to Cooperstown, Alaska**_

"Any luck?" he asked even as he piloted the X-Jet at its maximum speed of five thousand one hundred and seventy-five kilometers per hour.

They still had a little over forty minutes to go before they'd arrive in Cooperstown but even that was too long for him but the strategist in him knew that pushing the engines too far beyond their design limitations would cause them to fail. It'd force them to set down somewhere and hope they could affect repairs but that was unlikely given that the X-Jet was a custom job. Sure they had tools and a few spare parts but not enough to repair both engines if he wound up burning them out. So as much as his heart was telling him to push the throttle forward even further he'd keep his hand off of it and focus on keeping the aircraft on course.

"Sadly no." Emma replied from her position in the rear of the cockpit across from Rachel, "I can confirm that the psionic energy definitely belongs to the Phoenix but it's…chaotic. Even with Rachel assisting me we cannot make contact with the host. Once we get closer we should be able to do more but for now…no."

"Are you picking anything up Rachel?" he asked his alternate timeline daughter, "Anything about why it's resurfaced?"

He knew it was something of a long shot but he hoped that since the girl was a former host to the Phoenix Force she might have some sort of insight or perhaps could sense more than Emma could.

"No. It's just like Miss Frost said." Rachel replied refusing to use Emma's first name out of spite, "Everything coming from the Phoenix is chaotic and uncontrolled. It's like it doesn't have a mind of its own and it's completely reliant on its host."

That didn't bode well.

In all their past encounters with the Phoenix Force it'd had its own intelligence and on certain occasions, at least according to Professor Xavier, could speak for itself either telepathically or through Jean. To learn that it might've lost this sentience and become chaotic pretty much eliminated the option of somehow reasoning with it. The one positive possibility was that if the cosmic entity didn't have a coherent mind of its own then perhaps the host would be able to exert more control over it. Since most hosts were mortal and Cerebra had at least been able to confirm that it was a mutant then perhaps the host would be receptive to turning off the fireworks and calming down. Once that was done they'd either try to figure out a way to separate the host from the Phoenix Force so it could be sent on its way or bring the host back to the Institute to be taught how to properly control their newfound power.

He knew what the others in the jet were thinking and it was in the back of his mind too: had Jean returned?

A part of him, the part of him that would always belong to her, wanted to believe that she'd come back and that everything would be okay again. Not romantic since he'd long since come to the conclusion that whatever they'd once had together was gone but that didn't change the fact that Jean Grey was a founding member of the X-Men as well as someone a lot of people cared about. Just the same though there were things that didn't match up with what they knew of Jean or her connection to the Phoenix. The first thing he'd asked Kurt to do when Cerebra picked up the signature of the Phoenix was teleport to the Institute cemetery to check on the status of Jean's grave. By the time he'd assembled a team and descended to the same level as the hanger Kurt had returned to inform him that Jean's grave had not been disturbed in the least. While his experience told him that it was not impossible that her body could've been teleported out of the casket somehow he didn't believe that to be the case. The Phoenix was showing itself to be far from subtle at the moment and Beast had done a thorough job setting up defenses across the entire property.

The fact that Jean's grave had not been disturbed implied that someone else had become the host of the Phoenix Force and given what was happening in the forest outside of Cooperstown they didn't have the first clue how to control it. In a way it was much like the first manifestation of a mutant's power in which it all came pouring out and the person was so scared of what was going on they couldn't control it. If this turned out to be the case with the host of the Phoenix Force, if they'd not only just come into their psionic powers AND become the host at the same time, then that would certainly explain the current situation. It also likely meant that once they arrived both Emma and Rachel would have to tag team the host telepathically in order to get the situation under control. Some psi-blocks on the mutant's powers and the Phoenix Force would be needed in order to ensure the safety of the world as well as the residents of the Institute.

 _That shouldn't be too much of a problem between Rachel and myself._ Emma thought into his head out of nowhere, _If the host truly is new to both the Phoenix and their powers then the only thing they'll have in their favor will be raw power and skill trumps power every time._

 _Tell that to Galactus or Onslaught._ He thought back to her without letting the 'discussion' affect his piloting.

Both old enemies wielded power on a cosmic level and could send even the mightiest of Earth's heroes reeling with a gesture.

 _And yet here we still are._ Emma thought at him, _Despite their considerable strength we triumphed._

It wasn't that he doubted Emma or Rachel's abilities as telepaths but rather that he didn't want them to get careless when they entered the host's mind. It was a fact that the Phoenix Force greatly magnified their host's abilities and the two X-Women might just be facing something just a little outside of their weight class telepathically speaking. Still with Gambit, Beast, Nightcrawler and himself running interference they should be able to provide an ample distraction that'd split the host's focus between a mental assault and a physical one. No amateur to telepathic combat would be able to multi-task competently in such a scenario leading to it either failing miserable trying to handle both or abandon one in favor of focusing on another. Either way they'd come out on top in the end hopefully without doing more damage to the area than had already been done.

At the same time though he had to anticipate the possibility of new elements entering the scenario ranging from the Avengers, S.H.I.E.L.D, the Fantastic Four or worst of all some villain looking to use the Phoenix for their own purposes. At least with the FF and the Avengers they could count on being allowed to take point since no one had more experience dealing with the Phoenix Force than the X-Men. In S.H.I.E. case though it was far more likely that they'd be treated like subordinates expected to follow orders from higher up the chain of command. He'd already heard from Wolverine about what'd happened down in the Savage Land during the Avengers' efforts to recapture Sauron and he didn't like it. The possibility that either S.H.I.E.L.D couldn't keep control of its own factions or had actually sunk morally to the point where they didn't care about the laws they broke meant that what leniency the Institute had under Fury's reign would likely be coming to an end.

Given how Fury used to operate, his secret assault on Latveria and the connected repercussions more recently in New York he'd bet even money that the one eyed spy's replacement was a by the book good little solider with zero tolerance for costumed heroes. He'd even go so far as to say that his replacement was likely the sort that would not even dream of disobeying orders regardless of how questionable they were.

 _Such people are little more than puppets without a single independent thought in their heads._ Emma thought to him 'sounding' like she was smirking mockingly, _Whoever the new director of S.H.I.E.L.D is I doubt they'll last for very long with that sort of mindset. We both know that certain degree of flexibility both morally and legally is required in our line of work._

 _Well let's hope that the replacement realizes that as well or we might need to make some hard decisions in the future._ He thought back at the blonde woman without taking his eyes off the clouds ahead.

In the past the X-Men's actions were tolerated both because Fury had understood the need for them and because only a select number of people knew that the Institute was their headquarters. Now with the school publically exposed by Cassandra Nova when she occupied the Professor's body everyone in S.H.I.E.L.D would know precisely where to find them. If 'inflexibility' and 'rules' were the new director's key words then the second they crossed a line troops with jetpacks would be descending on the front lawn with weapons drawn.

 _I pity the poor souls who come to the school looking for trouble._ He thought resolutely in his mind, _Not that pity will be enough to keep me from kicking their asses though._


	2. The Usual Superhero Hijinks

Disclaimer: I do not own any of the copyrighted material contained herein. They are the rightful property of their respective creators and/or associated companies. I make no profit from this whatsoever and I have no intention of changing this at any point in the future. I write because it's fun and because there are those who enjoy my work.

 _ **The Forest Outside of Cooperstown, Alaska, USA**_

 _ **Xander's POV**_

 _Well this is getting me nowhere fast._ He thought as his latest effort to will his female body to stop putting out fire, _Can't stop burning and can't go anyplace new without setting that place ablaze too. They made learning how to control powers look so EASY in the comic books!_

Sure he knew that the writers and the editors probably made the whole 'training to master my powers' scenes short on purpose since they'd lose the audience if it dragged out too long but he'd been trying for almost an hour. In that amount of time he should've gotten at least a 'warmer, colder' thing going with how to make the fire go away but instead he had nothing. Of course it didn't help that every so often his brain had these weird 'memory quakes' as he liked to call them where he wound up being bombarded by weird images, sounds, thoughts and…interests. It didn't happen at set intervals or anything but it'd happened twice more after the first one and hadn't been any easier for him to handle either. He still had no idea why they were happening or where all the alien info was coming from but he'd seriously like them to stop because he'd almost certainly get labeled a nutcase if it ever happened in public.

 _Assuming of course that this isn't some kind of alien world or an alternate Earth where people like me are killed on sight of course!_ He thought with a roll of his eyes before sitting down in the snow Indian style, _Time to start 'get the fire under control' take ten and see if I can pull a hat trick at last._

He'd already tried every trick he'd ever seen in the comics for controlling a super power but now he'd try something he'd picked up from Giles. It'd started fairly early on when it became clear that Buffy didn't have the mystical sense that'd let her pick vamps out of a crowd or feel the presence of the mojo. The blonde Slayer had done everything she could, spent hours on patrol trying to sense the vampire, only to come up empty handed. It'd been then that Giles had started her on meditation exercises thinking that hey might successfully spark an internal connection or with practice help Buffy enter a mental state where she could utilize her arcane senses. He'd listened in on most of those lessons and even applied a few that the Watcher had said would help dull pain or in some rare cases shove it to the side. This had proven useful a couple of times after patrol when he'd come home and the reliable 'Icy Hot' did not do its job quite well enough.

In this particular instance though he'd be trying to suppress whatever it was that was causing his body to put out the flames so he could at least walk to the nearest town or city. What the 'whatever' was he wasn't quite sure but one possibility was the fact that he was still feeling quite a big freaked out by what'd happened to him. If the comic books were anything to go by a hero's super powers were often tied to their emotions so the more upset that person was the more chaotic their powers became. Someone like Storm losing it emotionally would cause typhoons, hail the size of baseballs and floods. If his emotions were indeed the 'whatever' behind his flame generation then he needed to calm down all the way if he wanted it to stop.

Unlike what some people might think calming down wasn't as simple as taking a couple of deep breaths and willing it especially when you were as freaked out as he was at the moment.

Thus he began to walk through the beginning steps of meditation hoping this would work out better than his other efforts had.

Step one: sit tall with your head, neck and back perfectly aligned in a straight line.

This had always been the hard part for him since he'd always been more comfortable slouching a bit but since it was required he closed his eyes and did what he could to follow the first step.

Step two: Relax the body one part at a time starting from the toes to the feet to the ankle and so on.

Doing this was harder than he was used to but that was understandable considering that he was not in the male body he was used to but rather a buxom teen female body. Still once he ignored the differences and focused on the similarities he managed to accomplish the second step to his satisfaction allowing him to move on.

Step three: be still and silent.

Those were two things that teenagers found it almost impossible to do and generally didn't get a handle on until they hit their early twenties. Still since they were needed for meditation he did his best to do both no matter what sort of sensory stimulus or thought entered his mind. This took longer than the previous steps since if he was able to identify something as what needed to be ignored then he wasn't ignoring it but he got it eventually.

Step four: Breathe.

Now this was something even he knew went with meditation but he still followed the directions he remembered Giles giving Buffy. Silently yet deep, fill your lungs but do not force it and notice how the air flowed inward than outward. It was actually oddly soothing but he made sure not too relax too much and fall asleep like Buffy had one of the times Giles had been teaching her.

Step five: Establish a mantra.

He'd almost chuckled the first few times he'd reached this step considering how TV and Hollywood had treated the word mantra but once he'd gotten over his chuckles he'd made it work. G-Man had said it could be a sound or a word or a phrase but that it's purpose was to give a person something to provide a point of focus. The simplest mantra a person could use would be something like 'I am breathing in, I am breathing out' so it had been the one he'd chosen to go with.

Step six: calm your mind.

According to Giles thoughts will pop up in a person's mind no matter what but rather than trying to suppress them you simply acknowledge them, set them aside and resume steps four and five. It was important according to the Watcher to not dwell on the thoughts that popped up but rather to just let them flow metaphorically down river to be forgotten. Kinda like how he tended to let some of the things adults say go in one ear and out the other at school.

Time passed as he followed the steps but even though he didn't focus on it or think about it he could feel his emotions begin to slide out of his body and fade away. He wasn't sure how long he'd been at it but when he finally chose to stop he opened his eyes to see a rather pleasing sight: no fire coming from his body. When he saw a flicker of flame start to rise he immediately did a quick return to meditation to get rid of it and remembered to remain CALM when he opened his eyes this time.

Getting back to his feet he began to make his way for the closest gap in the burning trees in the hopes of getting through it and to safety. Sadly he quickly found out that a man's center of gravity and a woman's center of gravity didn't quite match up making walking and therefore running difficult. He just thanked whatever gods or goddesses that'd taken pity on him that his boots didn't have high heels because figuring out his new center of gravity on top of walking on high heels would've been hell. The gap between the flames wasn't much, even as he squeezed through he winced as the heat almost became too much to bear, but eventually he made it back to an area where being slim wasn't crucial.

 _Nothing like being in a life or death situation to make you learn something in a hurry._ He thought as he finished adjusting the way he walked to his new center of gravity.

Much like learning to skate or riding a skateboard you picked the basics up pretty quickly since both just required that you find your balance pretty quickly if you wanted to have any fun. Coughing a bit from the smoke as she had earlier she tried to get an idea of which way was the closest edge of the forest fire but without being able to get airborne he had no chance of managing that. So in the end all he could do was pick a direction and keep going in it hoping he hit open air eventually and trees that weren't being burned into ashes.

It worked for awhile since he was usually quick to find a gap in the flames he could fit through but his good fortune didn't last as long as he'd hoped it would. Eventually he came across a group of trees that had been burned in such a way that they'd fallen on their sides effectively barring his path both from the front as well as the sides. Turning around to backtrack and hopefully find another way out of the forest his luck only got worse as the opening he'd used to get this far disappeared as the trees on either side fell over slamming the proverbial door in her face.

 _Well this is a fine fucking mess I'm in!_ he thought angrily as he tried to figure a way out of said fucking mess, _Can't go back, can't go forward and staying put will just get me buried under burning wood sooner or later._

Then a possibility came to mind that theoretically should work but also had the potential to backfire dramatically if he misjudged what he wanted to do. Still with death quickly approaching a certainty and him being in possession of a very functional survival instinct he decided that living with the consequences was preferable to dying needlessly.

 _Here's hoping that feeling my way through doing something like this is easier than figuring out how to turn my flames off._ He thought as he extended his right arm towards the direction he wanted to go in.

Trying to focus with his mind he forced himself to believe that he could feel an energy in his mind, an energy he willed to drift outwards from his head until it was a sphere about three feet in front of his eyes. When nothing became visible immediately he doubled the amount of focus he was using and added no small amount of willpower to the mix. This seemed to do the trick as wisps of smoke like flame began to float through the air towards the desired spot before beginning to form the sphere he wanted. He waited until he could see a perfect sphere and then with a mental 'shove' he watched as it shot forth as though from a high tension slingshot. The sphere managed to shatter a good ten feet deep into his desired direction before exploding in a way that cleared the ground for a radius of about half that length. Thankfully though the sphere's passage and explosion didn't set any more trees on fire since the flames it had been composed of dissipated rather quickly after detonation.

 _Okay now! This is more like it._ He thought with a smile as he walked quickly down the path he'd made, _Assuming I can keep it up then getting clear of this forest should be a cinch._

 _We're not going to make it._

 _We're gonna DIE!_

 _Our father, who art in heaven, hallowed be thy name…_

Three thoughts that weren't his own, didn't even sound like his voice old or new, echoed through his mind causing him to stop in his tracks. Were the mind quakes back? Worried he waited for more of the usual to go through his head but when nothing happened he presumed that he was either getting better or had imagined the voices.

He made it two steps before it happened again.

 _Al and the others aren't going to get here in time. I'm sorry. Guess this is what I get for trying to play hero off duty._

 _Okay now I KNOW I heard that._ He thought as he tried to figure it out.

Fortunately it didn't take him long thanks to his wealth of comic book knowledge and a little common sense. He'd dressed up as Dark Phoenix Jean Grey and while that obviously meant vast cosmic power it also meant telepathy and telekinesis on a level few could match. While he wasn't sure if what he'd used to clear the burning trees out of his way had been TK or cosmic energy it stood to reason if it'd been the former than he might also have telepathy. If he did have it then it meant that the foreign thoughts he was hearing weren't his own but from other people close by and they were obviously in trouble.

 _But if I'm using telepathy for the first time shouldn't I be painfully bombarded with the thoughts of everyone within range?_ He thought with a bit of confusion, _That's how it went for Jean Grey in the comics._

However before he got too deep into that line of thinking he reminded himself that if there were other people close by then they were likely caught up in the blaze as well. If that was the case then unlike him they wouldn't be able to blast their way free as he had and judging from the thoughts he picked up on they were certain they were going to die. As a fighter of the good fight and a decent human being he couldn't let that happen but how was he going to wield his telepathy in such a way that he could find them? He was literally making most of this up as he went along. Still if he had to choose between trying and failing or not trying at all he would always do the former.

Closing his eyes he listened for the thoughts of the people in trouble waiting for them to enter his mind again and hoping that some instinct or feeling would let him know which direction they were coming from. For a time he thought he wasn't going to get anything but then just as he was going to give up it happened.

 _God? If you're listening I could sure use a little divine intervention right now._ Came a woman's voice sounding like she was tough but at the moment at the end of her rope.

He might not be God but as he felt a mental tug in a specific direction he decided that maybe the Almighty might be lending a hand in his/her own way.

 _Time to do the hero thing._ He thought as he began to run in the direction of the thought he'd picked up on.

 _ **Louise Spalding's POV**_

"Just hang on Mister Strickland." She said as she continued to scramble for some kind of plan that could get them out of their current predicament, "Help's on its way."

"Much as I appreciate what you're trying to do Louise unless they get here in the next five minutes we're done." Mister Strickland said before grimacing as another spasm of pain came up his injured leg.

Looking to the man's wife who'd taken up the job of praying for all of them she found she couldn't argue with that point since her experience as a firefighter had her estimating about the same before the flames got to them. She'd managed to get to the two campers by using the two fire extinguishers she kept in the back of her pick up truck but the last one had puttered out just a couple of minutes ago. She'd done her best to escort the married couple she knew from town out of the fire ridden forest but Lady Luck just wasn't with them as all avenues of escape wound up blocked. Even then she'd done her best to figure out some way they could survive but as she heard the crack of another tree breaking as the flames weakened it enough to fall she logically knew it was over.

She didn't like it and she refused to break down even in the face of this hopeless situation but she was coming up empty on all sides for a way to avoid death.

Then without warning the trees to her right exploded like someone had stuck a stick of dynamite in each of them and then detonated them all at once. Using her body to shield the Cooperstown civilians from harm she felt bits of wood pelt the back of her jacket but thankfully none of them were pointy enough or going fast enough to pierce through it. When the flying wood chips ceased coming at her she turned to look back at where they'd come from and saw something that made her both wary yet hopeful. Standing on the other side of a clump of jagged tree stumps was a young woman who looked to be between sixteen and eighteen years of age dressed up in some kind of costume. It looked like a red spandex bodysuit with thigh high shiny boots, gloves of the same material that stopped just shy of the shoulder, a sash that hung lopsided at the waist and some kind of golden bird symbol on the chest. The teenager herself had long thick red hair, green eyes, was about five foot five or so in height and by her estimate probably weighed about a hundred and ten pounds. Whoever she was should probably thank her mother every day for eternity since it was obvious that the teenager had been blessed with great beauty.

 _The only question I need answers to is whether she's here to help us or hurt us._ She thought since she'd heard enough stories to know that trouble tended to follow capes around like puppy dogs.

It was entirely possible that this girl had started the fire in the first place and was just coming here now to kill off any potential witnesses or set herself up as some kind of hero. She didn't recognize the outfit from any of the heroes in the newspapers but that didn't mean much since the great white north wasn't exactly bustling with heroes outside of Alpha Flight. Still she couldn't deny that if the girl could do what she'd done to the trees a few more times a path could be cleared to safety allowing all of them to get out safely. So if the girl was a hero either by accident or by design she'd take it since it was the only way to get Mister Strickland and his wife to safety and that was her primary goal.

"Now I enjoy a good sweat lodge as much as the next person but whatsay we call it a night and get out of here?" the girl asked with a humorous smile on her face.

It reminded her of her roommate back in college who'd do some crazy things for fun and was a general hoot to be around most of the time.

That connection finally decided it for her as she put Strickland's arm around her neck and helped him to his feet.

"Sounds like a plan." She said putting a smile of her own on her face, "Lead the way Cherry-girl."

Once Strickland was standing and his wife providing the support from the other side she watched as the unknown teenager created a sphere of fire-like energy a few feet in front of her. This caused her suspicions about what'd started the fire to rise up again but not enough to do something that might make the one shot of escape change her mind. A few seconds later the sphere shot forward and obliterated another clump of trees without setting them on fire and clearing them a path through the burning forest. Following as fast as Mister Strickland could move given his injured leg would let him go she watched their mystery savior continue to use her powers to destroy trees in a straight line out of the forest.

"So what's your handle?" she asked after about a minute, "I mean all you spandex types have a codename right?"

"Haven't really decided on one but a friend suggested Phoenix." The girl replied before firing off another bomb sphere, "What do you think? Is it a keeper?"

"Certainly goes with the look and your powers." She replied after a few second's consideration, "Flamebird works too or Redwing."

"I'll keep it in mind." Cherry-girl said as they reached an area free of trees but not yet out of the forest itself, "What were you three doing in the forest anyway? If you don't mind me asking that is."

"My wife an I decided to camp outside for our anniversary." Mister Strickland replied sounding like the blood loss was just starting to get to him, "It'd been how I proposed to her in the first place. If I'd known that someone was gonna torch the place I would've just gone for dinner reservations at an expensive restaurant."

"Just having you with me is treat enough lover." Misses Strickland said with love for her husband.

"The Stricklands are pretty well known about town and I'd spotted them heading out here this afternoon." She explained while watching the teenager's face for any tells, "So when I saw the forest turn into a bonfire I hauled ass up here in my truck, grabbed two extinguishers from the back and went into find them. Did that well enough but gettin' back out proved to be a might more difficult."

"Then I guess it's good I came along when I did." Cherry-girl said as she resumed blowing a path to safety, "Just give me a little longer and we'll be clear."

"You here that Carol? A little while longer and I can get you back to Marlene." She said with a reassuring grin, "Bet your golden girl is worried sick right now but that won't be for much longer."

She'd seen it.

It'd only been for a second but she'd seen a look of guilt on the young woman's face when the story of how the Stricklands had come to be in the forest and then a second time when their daughter was mentioned. Still that left a few blanks to fill since guilt could be tied to a whole lot of things. Could be that the girl was throwing down with some super villain and the fight wound up rolling into the forest. Could be a stray shot from Cherry-girl set off the blaze. There was no way for her to know for sure and she sure as hell wasn't going to be like a lot a people and assume the girl was an evil mutant. None lived in Cooperstown and none had ever come through either so they'd never had any trouble one way or another. All she knew about mutants she got from TV and newspapers with her taking neither of them at face value. Everyone spiced up stories now and again to make them more interesting and the journalists were no different. As long as it made money and got more people hooked on them then the competition became more important than the truth the media did everything they could to grab people's attention. That meant flashier headlines and shocking TV reports but it also meant that a lot of things were taken out of context and little details fell through the cracks.

Details like not all mutants were dangerous or that some of them were heroes like the Avengers or Alpha Flight.

Until she heard something more damning from a trustworthy source she'd assume the girl was innocent and be grateful for being escorted to safety.

Mama Spalding had raised her to do no less.

 _ **Tony Stark aka Iron Man's POV**_

"We're coming up on the target area now." He said as he piloted the Quinjet down towards the fire that was still ablaze.

Once they were low enough that most of their non-flyer members could safely leap from the de-embarkation ramp to the ground below he set the jet on hover mode. A lick later and he was out of his chair while the ramp lowered all the way down.

"Iron Man. Spider-Woman. Stick to the air and try to get a bead on the Phoenix Force's host as well as any civilians that might be trapped in the forest. Cage, Spider-Man and I will make our way in on the ground." Cap said taking charge like he always did, "Getting civilians to safety takes top priority but keep an eye out for the Phoenix. We still don't know if the host is friend or foe but this fire is NOT a good indication."

Wolverine looked like he took exception to that assumption but the whole Phoenix thing was a touchy subject with the X-Man to begin with. While he didn't know the details he had learned enough through Charles and other sources to know that the host could quite possibly be Jean Grey-Summers. Logan had…feelings for the woman despite the fact that she was married to Scott Summers and the idea that she might be involved had him a little sensitive to the idea of treating her like an enemy. He understood this and the fact that they'd arrived to find no giant flame bird or hostile person hovering in the air was a point in favor of a peaceful resolution. Nevertheless they had to be prepared to go all out if the host did turn out to be hostile whether it was Logan's teammate or not. They were dealing with a threat that could wipe out all life on the planet in practically no time at all. Against such a threat they had to be prepared to do whatever was necessary to eliminate it even if it meant resorting to lethal force.

Stepping off the end of the ramp he activated his repulsor boots and immediately began scanning the forest below for any sign of human life signs or strong concentrations of the Phoenix's energy. Visually it was almost impossible to make out anything on the ground with all the flames and smoke but thankfully he wasn't relying on just his god given eyes. His armor had installed in it some of the most advanced sensors on the planet and he had a direct uplink to an orbiting satellite with sensors too big to be installed in his suit as well as a camera that could tell if you had crumbs on your face. With that kind of tech working in his favor he didn't think it'd take more than ten minutes to do a sweep of the forest for civilians AND find the cause of the inferno. His proximity sensor let him know that Jessica was staying on his six no doubt ready to back him up the moment either a civilian or their target was found.

As he went along he began to go over his model twenty-nine's capabilities in order to come up with a primary, secondary and tertiary weapon to use against the Phoenix should it prove hostile. Palm repulsors, uni-beam, sonics and concussion blasts made up the offensive gear while a repulsor shield could be generated to keep him safe from incoming fire. If it turned out that the host was just scared he'd lead in with the gentle touch using sonics calibrated to induce unconsciousness and if that failed a repulsor blast likewise calibrated to use the minimum force necessary to knock out the host.

If it turned out that the Phoenix and its host attacked them on sight he'd lead with a full power uni-beam then follow it up with some rapid fire blasts from his palm repulsors. With luck it'd keep the Phoenix off balance long enough for the rest of the team to converge on its location so they could come at it from all sides. While he'd usually prefer to have a few more heavy hitters for situations like this they didn't have the time to wait for them. Hopefully the fact that the Phoenix wasn't putting on a show meant that it was weaker than usual and perhaps even within their ability to defeat if peaceful negotiations proved impossible.

"So what're we going to do if whoever is 'partnered' with the Phoenix doesn't want to play nice?" Jessica asked as they continued to fly over the burning forest.

"We come at it hard and fast. We keep up the pressure until an opening pops up and then we exploit it." He replied not looking away from the results of his scans, "We try to knock the host out so we can extract the Phoenix without hurting them. If knocking them out or extracting the Phoenix turns out to be impossible…we'll try something else."

"Let's hope they've got a glass jaw and a low tolerance for pain then." Jessica said sounding doubtful about their chances of taking the Phoenix alive.

He wasn't feeling too hopeful himself but they owed it to whoever the Phoenix was possessing to at least try to free them before exploring less pleasant options.

It was just as he was about to adjust his course when his sensors picked up four life signs near the eastern edge of the forest and when he picked up a spike of Phoenix energy he knew he'd just hit pay dirt. Changing his path and putting himself on an intercept course for the four life signs he began to focus both his armor's senses as well the satellite overhead on the quartet. He was lucky in that the people he wanted a look at had entered an area where the smoke wasn't as dense nor the trees particularly ablaze. Zooming in for a closer look he didn't need to look long to find the Phoenix Host but he was surprised when it turned out to be Jean Grey-Summers. The surprising part wasn't the identity but rather how old Jean looked. She didn't look a day over eighteen! It was certainly unusual and given the sort of life he led there was no small shortage of possible answers. Temporal displacement. Alternate dimensional counterpart. Age regression as some sort of side effect of being the Phoenix Force's host. There were countless possibilities but the one thing that was clear was that the redhead was a ticking time bomb reaching its final minutes or final seconds.

She was clad in the uniform of the Dark Phoenix.

An outfit that according to the talks he'd had with Xavier and the files he'd read meant that the host was slipping into emotions more prone to a lust for power and destruction. How long did they have before what little kindness vanished from the young Jean Grey? How long before she got a hankerin' for a plate of yellow sun? They couldn't take the chance. Even if the young woman wasn't all the way gone the fact that she'd gotten this far down the dark path meant that dragging her back to the light side would be risky. Whatever pushed her this far was unknown and without knowing what it was it'd be far too easy to provoke her into going all the way evil by accident. They could wind up turning her into an extinction level threat all without meaning to. Given the potential for loss of life there was no other choice but to take Jean down as quickly as possible and sort matters out once she was properly restrained both mentally as well as physically.

"Iron Man to all Avengers!" he said transmitting to all team com-pieces, "Phoenix has been located. Home in on my location."

"What's the situation?" Cap asked sounding like he wanted intel in order to formulate a plan.

"The host looks to be Jean Grey but much younger. Late teens at the most." He replied as he flew closer to the target, "She's got three civilians with her, one injured, and it looks like she's been blasting a way out of the forest for them. Steve…she's wearing the Dark Phoenix costume."

"Anything else? Any signs of hostility or destructive behavior aside from creating a route out of the forest?" Steve asked in a way that made it clear the gears in his head were turning.

"Nothing obvious. No bird made of flame, no fire around her at all and it doesn't look like the civilians are afraid of her." He replied even as he chose to put forth his opinion, "Doesn't mean she's not controlling them telepathically somehow or won't when she sees us though."

"She won't." Logan said sounding absolutely sure of his words, "Even when she was Dark Phoenix Jeannie never used civvies as cannon fodder. She just came at us herself and rolled right over us."

"Noted. Get here as quick as you can." He said just before he saw young Jean stop walking and look right in his direction, "'Cause I got a feeling we're gonna need help! Spider-Woman, evac the civilians!"

With that kicked his repuslor boots to full and dived towards the target unleashing a burst from his palm repulsors aimed at the girl's feet. The combination of the force of the impact and the dirt sent into the air disoriented her just like he had planned and it bought him just enough time to tackle the girl back the way her group had come. When he was concerned that the effects of his tackle were wearing off he threw the girl into the nearest tree but kept the move measured since overkill wasn't yet the order of the day. He winced in partial sympathy at the impact but when it became clear that the young woman was still conscious he activated his sonics in order to take advantage of the disorientation that the tree impact produced. Hearing her cry out as the sonics took effect made him feel a bit bad but he consoled himself with the fact that he was doing the right thing. One way or another the Dark Phoenix could not be permitted to gain enough coherency to fight back because if that happened the forest, the nearby town and everyone present at either location would wind up dead or dying.

"S-Stop…I'm n-not…" Young Jean tried to say despite the disorientation and pain she was experiencing.

"Sorry but I can't take that chance." He said genuinely sorry for what he was doing.

As the seconds passed by and he watched the girl get weaker he breathed a sigh of relief since it looked like his preemptive strike had done its job. The threat of the Phoenix had been nipped in the bud before it could gather any momentum and the young girl would soon be safely secured for transport back to Stark Tower. Once there he could get the data he needed to safely separate the cosmic entity from its host. What he was going to do with such a large amount of cosmic energy…he hadn't quite gotten that far yet.

He'd come up with something.

He always did.

"RRAAAGGHH!" Young Jean exclaimed in rage and exertion as she fought off the effects of the sonics.

Less than a second later flames surged forth from teenager knocking him back a good dozen or two feet backward through the air before his automatic stablizers righted him. When his eyes locked onto Young Jean again he cursed himself for counting his eggs before they'd hatched and for not attacking more aggressively. Enveloping the girl were flames of cosmic energy and right before his eyes they took on the shape of a giant bird of flame that let out a avian screech that he was pretty sure could be heard for miles. However one thing he immediately noticed was that the fire Young Jean was generating didn't match what he'd seen in his records back home or what Charles had telepathically shown their secret group.

Where there should've been yellowish-orange there was blackish-grey.

Where there should've been fire red there was now blood red.

And where white should've been there was barely any to be seen.

Only the shape of the flame based Phoenix remained identical to what he knew of the cosmic being.

"You want a fight Tin Man?" Young Jean asked angrily as she glared at him with flaming eyes, "You GOT one!"

 _ **Rachel Summers' POV**_

"Gott im Himmel!" Kurt gasped as the X-Jet finally arrived at their destination of Cooperstown.

"Oh my stars and garters…" Beast said sounding about as worried as the rest of them felt at the moment.

Not that she could blame either of them because not only had the forest been pretty much been obliterated on one side of Cooperstown, the Avengers Quinjet was a smoldering wreck on the ground and the full flaming manifestation of the Phoenix was visible in a BIG way. Aside from the shape of the manifestation the coloring was different, darker, making her wonder if they were really facing the cosmic entity they were familiar with or something that was merely pretending to be the Phoenix.

 _Don't be absurd Miss Summers._ Frost thought with contempt inside her head, _The psionic energy pattern, the sheer strength of it and now the manifestation of the raptor...it all matches what we know of the Phoenix. What does it matter if it decided to change its appearance somewhat?_

Ignoring the woman who'd seduced Scott away from her mother she couldn't help but think about what she'd felt when they'd finally made telepathic contact with the host's mind. It'd been a satellite network of random mental fragments surrounding the core mind and when she touched that mind with Emma she…she'd sensed her mother. Not all of her but a significant amount that from what she'd been able to determine was restricted to the subconscious part of the host's mind. Given how little time had passed since her mother's death she'd reflexively reached out to learn more but Emma had mentally stayed her hand. The bitch had reprimanded her and pointed out that if they alerted the host to their presence they could wind up being ejected from the core mind losing the opportunity they had to end their current problem before it even began.

Reluctantly she'd conceded that the woman might have a point.

However when they'd tried to learn more about the host they were only able to set a single foot inside the conscious mind before the host detected them. Immediately the wielder of the Phoenix Force attempted to find them, fight them and eject them but while they had done well in the beginning the power of the host's telepathic abilities amplified by the cosmic entity eventually won. Frost had done her best to make it sound like beginner's luck but she knew they were going to have a bit of a fight telepathically the next time they tried to enter the core mind. While she'd discovered much to her embarrassment that power could be trumped by superior skill she also believed that there was only so much skill could do if the gap in power proved to be too great.

Few beings could bridge the gap between mutants and the Phoenix.

 _And it looks like the Avengers aren't among those few beings._ She thought as she watched Iron man zip about the Phoenix manifestation giving it his all but to no visible effect.

"I'm landing us well back from the fighting." Cyclops said as he matched action to words, "Kurt will get me, Gambit and Beast to Wolverine so he can bring us up to speed. We'll then formulate a plan for defusing this powder keg before it gets any more out of hand."

"I presume that since you did not mention us that we are to remain behind and continue our telepathic efforts?" Frost asked sounding a little disappointed that she wouldn't be getting any closer.

"Just you Emma." Cyclops replied as the X-Jet touched down, "Rachel will be coming with us. If you're right and there's a part of Jean in the host's mind then there's a chance they'll be more receptive to talking things out with her. Given how things ended between you and Jean having you physically present would probably have the opposite effect."

"Quite." Emma said sounding like she remembered all too well who'd won the last meeting of the minds between her and Jean Grey-Summers.

Like the time when she'd first heard of the event she wished she'd been there in person.

Walking forward to join Cyclops' group she put her hand on Kurt's back so that she'd be taken with him when he teleported. She knew they'd be pushing the elf's teleportational limits given the amount of mass he'd be taking along with him but time was something they couldn't afford to waste at the moment. Thus with a puff of smoke and a feeling of displacement she soon found herself in the open air with twigs beneath her feet and Wolverine only a few feet from them. The fellow X-Man looked like he'd already gone a few rounds against the Phoenix and only had his impressive healing factor to thank for his continued wellbeing.

"About time you showed up Cyke." Logan growled as he noticed their arrival, "What happened? Someone forget to top up the tank?"

"Nice to see you too." Scott said before looking towards the focus of their entire trip, "What's the situation?"

"Got here about twenty or so minutes ago and started lookin' for the Phoenix." Wolverine replied sounding like the memories weren't exactly positive, "Shell Head found her first and went in guns blazing while Drew evaced some civilians. Girl didn't take too kindly to that and we've been duking it out ever since."

"Is it…Jean?" Cyclops asked his voice charged with emotions.

"I dunno." Logan replied sounding like he wasn't in much better shape emotionally.

"What do you mean you don't know?" Scott asked sounding like he'd expected more from the man.

"I mean her scent's not a perfect match, she's way too young and she's definitely not acting like Jeannie." Wolverine replied with annoyance at Cyclops' tone, "Whoever it is definitely recognized me but Stark's pre-emptive strike's got her all worked up so she ain't interested in talking right now."

"Then we have to make everyone back off." Scott decided immediately even as the Phoenix knocked Iron Man from the sky with a flap of its right wing, "Trying to win through force isn't going to work. When it comes to the Phoenix the mind is where the battle's won. Emma's ready with Cerebra but we should still try to talk the girl down."

"Here's hoping you have better luck than me." Logan said before charging towards ground zero.

Following the group she looked ahead to try and get a look at this clone of her mother but between the Phoenix fire and the light show the Avengers were putting on her eyes alone couldn't get a clear line of sight. Navigating her way through toppled trees and burning bushes she decided to take her time to try and evaluate the abilities of their potential foe beyond what she knew telepathically. Her first impression was that the teenage girl had only gained a basic grasp of her powers, the same that all mutants did when their powers first manifested, learning through instinct or intuition rather than through structured lessons. As such the young woman's telekinetic attacks were crude, battering ram crude, and her defensive barriers were equally primitive being more an act of sheer will than anything else. Unfortunately for the Avengers this was proving to be enough to keep them from winning but not enough to turn things into anything more than a stalemate.

Hopefully additional numbers would prove to be enough upset the stalemate and end things in their favor.

It didn't take them long to get into the thick of things and it was a good thing too since after a earth shaking telekinetic attack sent Spider-Man, Luke Cage and Captain America flying. Reaching out with her telekinesis she took hold of them and gently lowered the three to the ground only releasing her hold when their feet touched the ground.

"Thanks for the save." Luke said wearing clothes that weren't in much better shape than Wolverine's uniform.

"Yeah! Not getting slammed into the ground for the umpteenth time is always a good thing." Spider-man said looking through cracked eye lenses.

"Fall back and recover Captain." Cyclops said his voice filled with authority, "The X-Men will handle the next round."

 _Great. Throw your weight around at THE Captain America with his team present._ She thought mentally shaking her head in disbelief, _That's a great way to inspire co-operation._

"I hope you do better than we did." Cap said sounding completely professional and unoffended, "We'll rejoin you the moment we get our second wind."

A nod was all that was exchanged and then the Avengers withdrew bringing a momentary calm to the fighting finally allowing her to get her first clear look at the wielder of the Phoenix Force.

 _ **Xander's POV**_

Tense.

Angry.

Confused.

All these words could be used to describe him at the moment but in his opinion he was perfectly justified in feeling those emotions considering everything that'd happened so far. He was tense because despite the decent job he was doing fighting at the moment it was a little more luck than skill and luck never stuck with him for very long. He was angry because he'd gotten cheap shotted by Iron Man who like most eggheads didn't think it was possible for him to be wrong and seemed determined to send him off to la-la land. While he wasn't averse to the soothing comforts of a good night's sleep he generally preferred to be the one to choose WHEN he'd go to sleep. As for confused there was the fact that every so often something inside his head kept triggering those weird mind quakes and he was almost positive that the 'something' was actually a someone poking where they shouldn't. Considering the fact that he was now certain he was in the Marvel-verse he'd bet good money that the someone was a telepath probably digging for info or looking to shut his brain off. Instead all they were doing was making him more excitable and irritable since no one likes to be interrupted with mental stuff that isn't their own getting thrown in their face.

Seeing the team he presumed were the Avengers, seeing as how Cap was leading them, pulling back he wondered if they'd finally gotten the message or if they were just taking a breather before coming at him again for round two. It turned out to be neither as he saw a new group move in and the visor on the one in the lead clearly told him who'd just arrived: the X-Men. Cyclops, Nightcrawler, Gambit, Beast and Rachel Summers made up the group with Wolvie returning for another beating or at leas that's what he'd get if he tried coming at him with those claws again. He might not be managing more than basic stuff with the power he had but it'd proven to his satisfaction that it was enough to hold the Avengers back.

If the X-men had come here looking for a fight like the Avengers had they'd get more of the same because there was no way he was letting himself get turned into a punching bag now that he had power enough to fight back.

"Mom?" Rachel asked looking a little shaken.

Not that he could blame her since he'd probably react similarly if he came across a de-aged version of either Giles or Missus S out of nowhere. While still feeling pissed at how he'd been treated by the Avengers when he hadn't done anything wrong except maybe accidentally setting the forest on fire he figured they'd be more willing to help him then the Avengers. First though he'd have to earn their trust and the best way to do that would be to be MOSTLY honest with them when it came to answering their questions.

"Haven't looked in a mirror lately but considering my voice, the clothes and the cosmic flame bird shacking up with me I know I probably look like her." He replied trying to sound like it was just another day at the office, "But I'm not. Mentally speaking anyway."

"Then who are you?" Cyclops asked with an 'I am the leader and I have authority' tone of voice.

Now that was the question.

Should he spill the WHOLE truth from the beginning or feed them just enough of the truth to keep them from thinking that there's more to tell? If he told them the whole truth, that he's a guy in a girl's body, they'll either think he's nuts or give him the uncomfortable look some people used when talking about guys who got surgically turned into girls. Personally he didn't have a problem with it…REALLY…cause if that's what a person wanted then that's all that mattered but not everyone was so open minded like he was. Living on the Hellmouth he'd seen enough things and been through enough things that the whole idea of a man or woman going under the knife to switch from a he to a she or vice versa didn't rate very high on his 'what the fuck'-o-meter. True there was the chance that they knew about magic and odd things happening to people out of nowhere but in the end he decided to keep things simple.

"My name's Alexia and considering you're all fictional characters where I'm from I'm thinking I've somehow hopped dimensions." He replied spitting out a female version of his real name.

"Fictional?" Rachel asked sounding only half as surprised as your average civilian would be.

"Comic books and cartoons." He replied with an affirmative nod.

When this didn't put an even more incredulous look on the faces of the assembled X-Men he took this to be a good sign that they'd be willing to give him the benefit of a doubt. Closing his eyes he fell back into meditation as he tried to draw back into himself the power he'd released when Iron Man had wound up ticking him off. He knew he probably looked weird to the X-Men but he figured they'd either figure it out or they could wait until he was finished. It wasn't as easy as it'd been the first time he'd tried it but he figured it probably had something to do with the amount of power he'd unleashed to take on the Avengers. When he'd first woken up to find himself in the forest he'd been generating flames unintentionally but that hadn't been the case with Iron Man and the Avengers so naturally pulling in that kind of power would be harder.

His heart almost leapt into his throat since he didn't gracefully descend to the ground as his power output dropped but rather began to fall at an increasing rate of speed. Opening his eyes in shock he tried to will his descent to be more gradual but much to his frustration consciously thinking about it was NOT having the desired effect. It'd come so naturally to him after he'd lost his cool against Iron Man or when he was trying to defend himself against the assault of the Avengers but now that he actually had to think about it the results weren't even a third of what he wanted. Had what he'd done up until now been purely instinctive or some kind of muscle memory thing? He didn't know but when he felt his descent slow to what he wanted he almost thought that he'd stumbled onto the trick of the power he possessed…right up until he saw Rachel with one arm extended towards him.

"They make it look so much easier to get a grip on super powers in the comics." He muttered almost used to the female voice coming from his lips.

When his feet finally hit ground Rachel's TK left him and with gravity no longer proving to be a concern he was able to pull in what Phoenix power his body was still putting out. Both due to his family situation and learning the truth about Sunnydale he'd developed a knack for learning things on the fly so he figured another couple of days of using the Phoenix's power and he'd master shutting it down. Then again he did have a record of thinking he had a problem covered only to find out he didn't have it covered at all and needing the other Scoobies to bail him out.

 _As long as the X-Men don't decide to throw me into some kind of containment pod or see if I'll 'rise again' the hard way I suppose I could learn from them._ He thought as he walked towards the X-Men.

"So you have no theory as to how you traversed the dimensional divide to arrive in our homely habitat?" Beast asked sounding like Giles after he'd just been told an obscure fact that wasn't in any of his books.

"Nope. One second I was escorting a bunch of kids around trick or treating and the next I'm setting myself up to be killed in my own homemade funeral pyre." He replied honestly unable to remember how he got to C from A, "Still considering the sort of place my home town is my money's on magic."

"And you're hometown would be?" Nightcrawler asked clad in a variation of the costume he'd seen in the latest comic books.

"Sunnydale, California." He replied knowing his town wouldn't be here but interested in finding out if there was a counterpart in the Marvel-verse.

"After consulting the considerable collection of informative intel present in proper places it does not appear as though Sunnydale exists in our dimension." Beast said after doing quite a bit of typing on a device he had, "Where exactly is Sunnydale usually located in your dimension?"

"It's about a two hour drive northwest of Los Angeles." He replied trying to be helpful with the information.

"Hmmm….given that amount of time…and taking into account established highways along with posted speed limits and historical traffic patterns…AH!" Beast said proving to be quite the mystery solver, "It would appear that the location of Sunnydale in your dimension is the location of Santa Barbara in ours. Interesting."

"Yeah, very interesting, but what makes you think magic changed you into the Dark Phoenix?" Rachel asked obviously not as enthused as McCoy was.

"Because the weird, the bizarre and the supernatural happens in Sunnydale every other day." He replied with a shrug of 'been there, done that', "I figured since I dressed up as Dark Phoenix and now I apparently AM her now, or at least a good copy, then someone must've cast a spell to turn people into whoever they were dressed up as."

"And you dressed up as the Dark Phoenix, a murderer of over five billion sentient beings, even knowing you lived on a supernatural hot spot?" Cyclops asked sounding like he thought the move profoundly stupid.

"Hey! First of all we had an expert on the supernatural stuff and he said Halloween was completely dead when it came to weird stuff happening. Demons stay inside and nothing paranormal happens." He replied in his own defense even though he agreed that it'd been tempting fate dressing up as the Dark Phoenix on the Hellmouth during Halloween, "It was supposed to be the one night when we could just relax and enjoy sweets as well as a couple of horror flicks. Hell! If it hadn't been for our troll of a principle me and my friends would've been laid out in the living room sharing a bowl of candy."

True if he'd thought that something would happen he'd have willingly volunteered to chaperone the kids around to make sure they got home okay but he'd been clueless about the spell.

He was about to say more when he felt something in his head that wasn't supposed to be there and once more a mind quake hit him exposing him to mental elements that were not his own.

"Could you please stop trying to poke around in my head?" he asked Rachel even as he tried to keep the mental elements from affecting his mind too much, "It's bugging the hell out of me."

"I'm not doing anything." Rachel replied sounding genuinely innocent of the act, "It must be Frost."

"Frost? Emma Frost?" he asked wondering if he'd heard right.

"Yes." Rachel replied sounding a bit uncertain of the significance.

"Fantastic." He said sarcastically never having liked the character that much, "Then could you tell Miss 'Ethics are stock options' to get out of my head."

The sensation that he associated with someone being inside his head vanished a couple of seconds later and about twice that long the mental elements faded back to wherever they called home inside his head. He seriously hoped that someone could help him get rid of the stuff because it was more than a little uncomfortable dealing with it at random.

Normally this'd be the point where he'd ask them for help in getting rid of the Phoenix Force, turning him back into a guy and sending him home but his gut was telling him it'd be a waste of time. He had the power there was no denying that, the power of the cosmic Phoenix Force, even though Giles would probably state that it was likely just a pale imitation or reasonable facsimile. If he hadn't been transported to the fucking Marvel-verse he might've bought that line of thinking but he was in a world that until twenty-four hours ago had been fictional. The attacks, the appearances and the personalities of the Avengers were just too real to be dismissed so the fact that he'd been able to clumsily hold his own against them left very little to doubt. With that settled he very much doubted that they'd be able to separate the Phoenix Force from him since if they could do that they'd have done it to Jean Grey or Rachel in some prior issue he'd read. If they couldn't remove the cosmic being then it was unlikely that they'd be able to make him a guy again since he had a feeling that the Phoenix would resist such attempts.

As for getting back home…probably not happening.

As he understood it the multiverse was like a complex set up of mirrors all reflecting one another. The more similarities there were between reflections the closer they were to each other whereas the more differences there were the farther apart they were. Considering his world didn't have superheroes by the boatload or tech anywhere near advanced enough to build a copy of Iron Man's armor he figured it was a safe bet that he was a fairly large distance from home. Could it still be reached from here? He'd ask the eggheads and mystics but he wasn't going to get his hopes up on what'd likely be one helluva hail mary.

"So…what now?" he asked deciding the probably fear tinted thoughts going through their heads it'd probably put their minds a little at ease if he let them call the shots.

For now that is.

 _ **X-Jet, Spider-Man's POV**_

"Ssoooo…comic books and cartoons huh?" he asked the teenage Dark Phoenix named Alexia from the seat he'd called dibs on after the X-Men had offered to give them a lift back to New York.

"Yep. Some good, some bad, but I read and watched whatever I could get my hands on." Alexia replied with a polite smile on her face, "The cartoon about you that's on TV now is pretty good. A lot better than the older ones."

"A cartoon? About me? Specifically?" he asked a little thrown by the news that in another reality his life had been turned into a cartoon.

He was also a little worried about how accurate the animated series was when compared to his actual life since if it was TOO accurate then the teenager would know quite a few of his secrets. While his true identity wasn't a secret to his teammates in the Avengers or a few other trusted people he didn't know near enough about Alexia to know if she could be trusted.

"Yeah but the people behind the show didn't take things word for word from the comic books." Alexia replied with a more genuine smile on her face, "They just took the basics and put their own spin on it. Your powers, costume, secret identity, most of your friends and enemies were kept pretty much the same except with a few artistic differences."

 _GREAT! In other words Alexia knows just enough to bring my entire life down around my ears if she gets nay ideas._ He thought with a mental groan as he tried to figure out how precisely he could ensure she didn't get too loose with those lips of hers.

"Don't worry about me spilling the beans Spidey." Alexia said with honesty that could be heard, "I know how the whole secret I.D thing works. Besides one way or another I don't think we'll be living in the same city from here on out."

"What makes you think that?" Jessica asked from the seat behind him.

"Well seeing as how the X-Men have called dibs on handling me I'll probably be heading to their place to stay for a bit." Alexia replied sounding like she had things mostly figured out, "If they can get me back home then it'll all be good since there'll be no one there who'll care who you are under the mask 'cause they'll already know. If I can't get home…well then I'll have the X-Men to make sure I think before I talk."

Well that was a relief.

He might not know Alexia but he'd worked with and was friends with the X-Men so he knew they'd be able to keep the young lady from blabbing about things she shouldn't. Plus if something unexpected happened then at least he'd know who to call to have some memories adjusted so Shocker didn't wind up ambushing him in his street clothes.

"Are you saying that you're incapable of controlling your mouth young lady?" Frost asked with her usual aristocratic pomp.

"I'm saying I'm a teenager." Aleixa replied in a 'duh!' tone of voice, "It's practically a law of the universe that the brain to mouth filter doesn't finish forming until you're in your early twenties or so."

"That explains so much." He said with mock realization.

This caused Alexia to giggle for a few seconds before she seemed to realize what she was doing and immediately stopped herself. Was she trying to pull off a tough girl routine and didn't think it allowed giggling? He'd come across a few of those both in costume and out of it: girls who thought being strong meant rejecting anything that they regarded as soft and feminine. Might explain why the young lady chose to dress up like Dark Phoenix since there was nothing weak about that cosmic destroyer. Still he was glad that the girl wasn't as nuts as he heard Jean Grey-Summers had been when she'd gone off the deep end playing host to the Phoenix Force. All in all Alexia reminded him a lot more of Marvel Girl back when she was wearing that studded red leather bodysuit from the early days of the team known as Excalibur. It didn't take a genius like Tony or Reed to tell that the teenager didn't have complete control over her powers but it was good that she had enough that he didn't think there'd be any accidents happening.

"Tell you what Frosty: I'll start minding what I say when you stop poking around people's heads without their permission." Alexia said looking at Emma Frost much the same way most people looked at Deadpool.

"Then you'd best start minding your mouth you little brat." Emma said sounding offended by the tone with which she was being spoken to.

"Please! If you've ever respected anyone's privacy over your own curiosity or amusement I'll make a bathing suit my new Phoenix costume." Alexia snorted with utter disbelief at the white clad woman's statement.

"Enough! Both of you." Cyclops said from the pilot's chair, "Just keep whatever you know or think you know to yourself Alexia and you'll be fine. Marvel Girl will stay close to make sure you don't accidentally broadcast anything mentally that could be picked up. Good enough Spider-Man?"

"Good enough One-Eye." He said figuring that'd be the best he could hope for under the circumstances.

Looking about the cabin he could tell that Tony still felt a little bit guilty about going in repulsor's blazing when he and Jessica had spotted Alexia for the first time. In all honesty it should've been shellhead's first clue that the girl was harmless when he didn't see any Phoenix fire or acts of destruction. Him and the rest of the team might've been spared quite a bit of damage, both to their bodies as well as their costumes, if the C.E.O had just tried talking things out first. Still no permanent harm had been done to them that wouldn't heal over the course of a week or so and all of them had long since learned that having a couple of spare costumes in the closet was a must for any hero. Sure in his case since his outfits were made of normal fabric available to any middle class citizen they couldn't stand up to punishment as well as say Iron Man's armor but that just meant double the extras.

Glancing at the girl in the red and gold outfit he wondered if it'd be a good thing or a bad thing if she stuck around in this reality rather than going back to her own.

One way or another it'd likely mean amazing times ahead for everyone.

 _ **Astral Plane, Emma Frost's POV**_

"So what do you have to tell us Hank?" Scott asked as he looked across the telepathic faculty room she'd provided for them.

"I've run the necessary genetic analysis using the blood sample acquired for purposes of ensuring that she did not possess any harmful contagions, toxins or chemicals in her system. She comes up clean in that regard just so you know." Beast replied as he flipped through his notes, "Based on the results young Alexia is physically identical to how Jean was when she was that age. Unlike identical twins though Jean and Alexia are one hundred percent physically identical."

"What do you mean more identical than twins?" Miss Pryde asked sounding a little confused, "Identical twins look the same because they are the same."

"Not entirely true. While it's accurate to say that identical twins share the exact same genetic material from their parents that does not mean they're one hundred percent physically identical." Beast replied going into a short explanation, "Depending on various variables in the womb one twin could grow up to be taller than their sibling or possess some other deviation. In the case of Alexia she is a perfect match for Jean physically. Every recorded measurement we have on file is the same."

"Shouldn't that be impossible?" Miss Pryde asked likely only just grasping what was being explained to her, "We've never encountered a method that can perfectly copy someone without something being off."

"True. In most matters of replication, whether it be due to powers or science, there normally is a quantifiable amount of variation but I am afraid that magic is beyond my expertise." Beast replied with a shrug of his shoulders, "All I can say with absolute certainty is that she carries nothing in her body that can be identified as harmful and in terms of DNA and physical measurements she matches a sixteen to seventeen year old Jean Grey."

"Nothing harmful you say?" she asked somewhat incredulously, "Have you forgotten that she's host to a cosmic entity capable of obliterating entire worlds? I would call that harmful."

"She hasn't done anything to anyone since she got here Frost." Pryde said quickly showing her usual ire, "In fact the only time she used the Phoenix Force was to defend herself or to help those civilians get out of the forest that was on fire."

"Considering Katherine that it was likely a fire she herself started you'll understand if I find her 'heroics' to be less than impressive." She said pointing out a fact that the little girl was overlooking.

"You're just mad because she called you on your bad habits." Pryde said with a smile on her face.

"It will take more than the words of a little girl to anger me Miss Pryde." She said brushing aside the statement as though it were a speck of dust, "In any case the fact remains as host to the Phoenix Force as well as replicated powers similar to Jean Grey-Summers she is indeed a threat until she is properly trained. Any emotional outburst could wind up destroying part of the Institute and harming the students."

"Then why don't we put her out in the boathouse?" Pryde asked while 'looking' at each of them in turn, "You're not exactly using it anymore Scott and it's far enough away from the dormitories and classrooms that even if she does lose her cool it won't hurt anyone. It'll cause lots of property damage but I think we're all used to that happening around here."

While she would have preferred that the building remain available should she and Scott desire to have some 'privacy' away from the students Pryde's idea was sound. It would protect the students and ensure that the only time she would have to see the mini-Jean Grey was during class time that thankfully only lasted a few hours.

She just had to phrase her support just right.

"Keeping her isolated would be prudent." She said with confidence and superiority, "At the moment we have only her word how she came be transformed into the Dark Phoenix or where she comes from. Until she is willing to undergo telepathic examination we would do well to keep an eye on her."

"You're talking like she's one of the Brotherhood who just showed up looking to become an X-Man!" Pryde exclaimed clearly opposed to such a practical outlook.

"However she may act Katherine we know next to nothing about her aside from the fact that she possesses power enough to reduce the Institute to a smoking crater." She coldly pointed out in order to pierce the brunette's youthful optimism, "To blindly trust her would be utter foolishness. Only once we've learned the truth for ourselves can we be sure whether or not she can be trusted."

"And if'n she doesn't want you mucking around inside her head?" Logan asked smoking a cigar that she was thankfully not close enough to be able to smell, "What then?"

"Logan has a point. By both your admission as well as Rachel's Alexia is at least proficient enough in her telepathy to sense when a foreign presence is inside her mind." Beast said not sounding enthusiastic about a mandatory telepathic scan.

"Then we earn her trust." Scott said sounding as though his mind had been made up, "We show her that we mean her no harm and that we're only looking after our own. Once she realizes that we would only be telepathically looking to confirm her past and nothing else she might be willing to submit to a scan willingly."

"You have a plan O fearless leader?" Beast asked much to Scott's private irritation.

"We put Laura in with Rachel and Kitty because they were closest to her in age. However since dorm rooms usually are limited to two people this has caused space to be limited for the three of them." Scott replied laying out his idea for the present faculty, "If we put Kitty and Laura in one room and then have both Alexia and Rachel relocate to the boathouse we'll be covering the students' safety as well as setting up an atmosphere for the two to get to know one another. Once enough trust has been built up as a result we can learn more from a voluntary telepathic scan."

"And if the girl doesn't submit even after that?" she asked pointing out the less optimistic possibility.

"Then we'll have to ask Rachel to do something rather distasteful." Scott replied not sounding happy with this part of his plan, "Regardless of finding out more about her she'll still have to be taught how to use her powers, both the ones identical to Jeans as well as the Phoenix's abilities, and as a former host Rachel is the best candidate."

"While Rachel is a competent telekinetic she is hardly the most skillful telepath at the Institute Scott. I should—" she said not willing to have her position as the Institute's telepathy instructor ignored.

"Alexia has made it clear she doesn't trust you Emma." Scott said interrupting her firmly, "A student won't learn anything if they don't trust their teacher. Rachel knows enough to help Alexia gain control and skill with her psionic abilities."

"And when Rachel's team is called away on missions of importance?" she asked pointing out that the alternate timeline daughter of Jean Grey had other responsibilities.

"Then your girls, the Cuckoos, can substitute." Scott replied without hesitation of any sort, "Remember Alexia is a beginner when it comes to psionics so she'd be way behind your class anyway. Both Rachel and the Cuckoos are closer to her age and level of experience. Besides which if you were to try and teach her it'd likely need to be private lessons since she's likely way behind your other students. I'd rather not tempt fate by putting you both in the same room together alone."

Grudgingly she had to admit that if the two of them were forced to spend time together without the presence of others to cause them to restrain themselves it would likely devolve into a fight. Not that it would be physical in nature but the end result, a great deal of property damage, would still be the same especially if the teenager lost her temper and manifested the fire raptor of the Phoenix Force while indoors. While her pride tried to convince her that keeping an inexperienced telepath in the form of a young Jean Grey contained would be all too easy for her but past experience kept her from falling victim to her arrogance.

"Very well. We shall leave Alexia's tutelage in the hands of Marvel Girl for the time being. My girls will easily correct any flaws in Rachel's instruction." She said unable to resist putting down Jean's alternate timeline daughter, "On another matter what about getting the young woman back to her reality of origin? Have you made any headway on that matter Hank?"

"Sadly yes." McCoy replied sounding quite despondent, "While I did not possess the knowledge or the technology for creating a reality bridging portal I did have the means to at the very least ascertain Alexia's quantum signature. Normally once one has that it would be a simple matter of asking Reed to use his gateway generator to home in on the reality with the same signature."

"I take it something went wrong." Miss Pryde said once again stating the obvious.

"Indeed. My mechanical means was easily able to discern the signature but…it's our signature. Most of it." Beast said sounding a little baffled but not completely at a loss, "As best I can deduce at the moment Alexia arrived in our reality her quantum signature began to change to better match our own. I suspect that had she refrained from tapping into the power of the Phoenix Force we might have been able to glean enough to send her home. However due to the fight she was in…"

"…the change accelerated." Scott said finishing McCoy's statement, "Is there nothing at all you can work with? A fragment that can be extrapolated from? Enough of her normal signature for an educated guess as to where her home reality is located?"

"I regret to inform you that the remains of the signature that I was able to identify was so small that the number of realities we would be left with would be astronomical." Beast replied clearly displeased that he was not able to do more, "We would have an easier time learning of the location with a wedgie board and an eight sided dice."

While she still didn't particularly like the mouthy little girl she wasn't completely heartless.

To learn that you'd never again see your home, your friends or your family was a true hardship that would shake anyone.

 _Still if Alexia is anything like Jean she will find a way to survive._ She thought with a mental sneer, _It's notoriously difficult to break anyone the Phoenix chooses as a host._

 _ **Xavier Institute Boatbouse, Xander's POV**_

 _Well as far as places to call home this isn't too bad._ He thought as he looked about the interior of the boathouse, _Not like I have much of choice though._

It'd been a little over an hour ago this morning that he'd been informed by Beast that while he wasn't going to make anyone sick he also wouldn't be getting home either. He didn't understand a lot of the science mumbo jumbo the blue furred scientist talked about but he did comprehend that thanks to him using the powers he now had the one chance he had for going home was gone. Apparently if he'd just stayed in one spot and waited for the X-men to arrive they might've been able to read enough of his reality address to get him home. However between his blasting a way out of the forest and fighting the Avengers he'd burned away too much of it to make opening a portal between realities worth it. So that pretty much settled things for him: he was stuck in the Marvel-verse and therefore stuck in the teenaged body of Jean Grey with the Phoenix Force shacking up inside of him.

 _Guess I should start changing my 'he' to 'she' and my 'him' to 'her' then._ She thought figuring that if she was going to be stuck a girl for the rest of her life she might as well go all the way, _The last thing I want is to pull a Buffy and reject my new 'circumstances' and wind up getting into trouble because of it._

Looking to the door that led outside she hoped that things wouldn't go too badly with her new roommate because his imagination could already see some potential for things to go pear shaped. When she'd been told that she'd be rooming with Rachel Grey-Summers in the boathouse that used to belong to Scott and Jean she'd innocently inquired if there was a room shortage amongst the dorms. It wasn't the fact that she'd be living away from the rest of the Institute inhabitants that bothered her but rather that she'd have a FEMALE roommate. If she'd been alone in the boathouse she would've had all the time she wanted to become 'familiar' with the basic hygiene for women without embarrassing herself or tipping off anyone to the truth about what went on inside her head. After all a little surfing on the internet through the computer she saw, some careful following of the necessary instructions on the boxes in the bathroom and she believed she'd be able to acclimate fairly well to her new gender. True she was pretty sure she'd freak out a bit later when she went to the bathroom or got changed into different clothes, kinda hard not to notice the new 'equipment' in moments like those, but if she could get over vamps being real in a day or two she could get over becoming a girl just as fast.

With an audience in the form of Rachel though…that would complicate things a little more than she'd like.

For one thing she hadn't told them that she used to be a guy and she was fairly sure that neither Frost nor Rachel had managed to root around in his mind deep enough to discern the truth. However with Rachel and her spending a lot of time together it'd only be a matter of time before her decidedly male mannerisms and unfamiliarity with things the province of females tipped her hand. She knew she should probably just come clean and tell them everything especially considering how keeping her former gender a secret could be seen as deception but it wasn't a topic easily introduced into conversation. After all you didn't see many TV shows or movies where the character changed their gender for whatever reason and neither did it show up often in books of fiction. Oh people knew it happened and that some people underwent the procedure but it wasn't something you could just talk about like the weather or how your day went.

So until she figured out a way to spill the truth without getting gaped at or treated awkwardly she'd keep it to herself and hope she didn't tip her hand too soon.

The one saving grace she had was that for some reason she wasn't broadcasting her thoughts to anyone able to pick them up and neither was she being flooded by the thoughts of others. She remembered reading in many X-Men comics that new telepaths had zero control over their powers meaning they heard what others were thinking and others unintentionally heard what they were thinking. While she couldn't say for certain she figured that whatever spell had turned her into Jean Grey must've left behind some kind of subconscious conditioning inside her head. After all she'd been thinking about if off and on since she'd arrived in the Marvel-verse but couldn't recall anything consciously that's explain why she wasn't suffering the usual pitfalls of a novice telepath. That only left something in the subconscious mind keeping her from hearing the thoughts of others or accidently broadcasting her thoughts to others. She wasn't about to look a gift horse in the mouth though since it'd prevent her from accidentally thinking too loudly and exposing the truth for all telepaths to hear.

 _That's got me thinking: are my thoughts coming through with a male voice or a female voice?_ She thought in puzzlement even as she heard the door to the boathouse open, _If it's a female voice then as long as I don't specifically say or imply that I was once male no one would know the truth even if they did hear my thoughts. But if my mental voice is like my old guy voice then it'd tip them off immediately._

Turning to see who was coming she saw that it was Rachel and a young woman of similar age who she believed to be Shadowcat given the similarity to the costume she'd last seen in the comics. They were both carrying cardboard boxes but with only a little surprise she saw that behind them were two more loads being carried by some sort of invisible force. Shoving aside her questions about how her thoughts 'sounded' she got off the sofa she'd been sitting on and moved to help the two girls with their load. After all if Rachel was going to be her roommate and psi-teacher then it was only polite to help out where she could and when she could.

"Is this all of it or is there a mountain of boxes outside?" she asked with a bit of humor as she grabbed one of the levitating stacks of boxes.

"Just a few more." Rachel replied before heading to the master bedroom, "So…what do you think of the place?"

"Well it's definitely got that homey feeling." She replied honestly looking about at the furnished boathouse, "Still it screams 'couple' or 'relationship' a little too much for my liking."

"Don't worry. Give us a couple of days and it'll scream 'stunning girls' home'!" Rachel said with a smile on her face.

It only took a little while for them to get everything that was Rachel's into the master bedroom and while they did unpack some stuff the two X-Men decided to spend the rest of the evening just hanging out. The TV was already set up in the living room and according to Rachel it had the same number of channels that the TVs in the mansion had so they literally had hundreds of channels to skim through.

"If we're going to veg out we should probably slip into something a little more comfortable." Kitty said sounding both friendly and in favor of a 'girls night in', "Plus I'm sure you'd like to get out of that outfit."

"It is a bit clingy but not really uncomfortable." She replied with a shrug, "Still you're right. Not exactly fitting for vegging on the couch with friends. Only one problem: all my clothes are back in my home reality. So unless you two are okay with me taking a stab at being a nudist I'll have to keep this outfit on."

Seeing both girls blush in embarrassment and stutter a bit she realized that she'd painted a very shocking image in their minds.

Still the looks on their faces were priceless so when she felt the urge to laugh in amusement she didn't fight it.

"Hahahahahahahaha! You should see the look on your faces! PRICELESS! Hahahahahahaha!" she laughed heartily even as the two X-Men recovered from their shock.

"Okay! First I'm sure you can borrow some PJs from me." Rachel said with a little annoyance in her tone, "Secondly? Even if you're just in a magically created teenage version of my Mom's body…EW!"

Yep.

No kid, under any circumstances, wanted to see their parents naked.

Unless the kid hailed from banjo playing country of course.

With that they all went into the master bedroom where the boxes were and started sifting through them for suitable clothing to lounge about in. She wound up getting a tank top and what looked to be ladies boxer shorts and while they were definitely designed with appearance over function she didn't feel too uncomfortable at the idea of wearing them.

Deciding to go into the bathroom to get changed she left the two X-Men to change on their own and closed the door behind her once she was inside. Putting the clothes she'd been given down on the counter she reached back for the zipper she remembered her outfit having…only to find nothing. Confused she felt around with her hands trying to find the zipper so she could take off the Dark Phoenix outfit but after a few minutes of feeling every inch within her reach she finally turned her back to the mirror and looked at the reflection. Lifting her long red hair out of the way she discovered that there was no zipper down the middle of the costume's back. Fearing other changes she went at the shoulder length golden gloves but found to her relief that they came off much like normal gloves and after repeating the action with the boots found that they came off easily as well. She didn't know why she couldn't remove the bodysuit part or why it'd changed from the costume she'd put on as a guy but it was clear she'd need help.

Going back to the door she opened it just enough to poke her head through…to find Kitty Pryde down to her undergarments while Rachel apparently preferred to wear absolutely nothing under her pjs.

For a moment she couldn't help but gape a little because while she'd seen both characters in the comics wearing outfits that were as skimpy as the comic code people would allow and frames where certain parts of their bodies were artfully covered seeing the real deals was something else. Both of them…they were HOT…and proof positive that the lifestyle of a member of an X-team definitely helped keep you fit.

It was at this moment she realized she was staring and not wanting for them to get the wrong idea she used her door concealed hand to pinch herself to get her mind working again.

"Um…seem to have a bit of a problem." She said while trying to keep her eyes focused on everything ABOVE their shoulders rather than below them, "When I put this costume on back home it had a zipper in the back but…heh…zipper's gone now."

"And it's all one piece? Not a shirt and pants combo?" Kitty asked sounding like she was treating the situation analytically.

"Just one big bodysuit or at least that's what it was when I put it on." She replied even as her libido antagonized her in an effort to get her to drop her gaze a foot or two, "Um…I know this is a little weird but…Rachel do you think you can give me a quick crash course on the whole 'telekinetically changing your outfit' technique? Cause otherwise I'm probably gonna have to ask Miss Pryde to grab onto my outfit and phase it so I can take it off."

"Matter alteration is a bit advanced to just give the cliff notes version on." Rachel said as she slipped her pjs on, "So it's going to have to be Kitty that'll help you out of it. Kitty?"

"I gotta tell ya this is the first time anyone's actually asked me to phase their clothes off of them." Kitty said walking over before reaching out with her right hand to get a grip on the costume and only the costume.

It was weird as hell to see the red bodysuit become as tangible as smoke as it ghosted through her body until it was clear leaving her just as naked as Rachel had been before putting on her pajamas. It was then the little details that she'd been ignoring since she'd first arrived in the Marvel-verse became impossible to deny seeing as how there was nothing to obscure them any longer.

She had TITS!

Definitely the mid- Ds in size rather than the more modest mid-Cs he'd absentmindedly been thinking of shortly after regaining his senses in the forest.

Her COCK was GONE!

Only to be replaced with something she'd only ever seen in Penthouse magazines borrowed from Tony Harris' stash.

Shock was so bad that she almost didn't hear Kitty asked if everything was okay.

"Y-yeah. First time seeing something ghost through me." She replied trying to keep her lingering shock from mingling with her spoken words, "You guys get the popcorn and TV ready. I'll be out in a few minutes."

Hearing them walk out of the master bedroom she walked hesitatingly towards the bathroom mirror and took in the body that would be hers until her death. It was…attractive. If this wasn't her body but someone else's he'd definitely be attracted to it and find it sexy as hell especially with a rack that if she didn't know differently she'd think that it'd come from a plastic surgeon's skills. Still if what she'd heard from the girls around Sunnydale High School were correct maintaining this fit figure was going to be hell.

It meant she'd have to figure out what her healthy caloric intake was, eat plenty of greens and exercise whenever she had the free time to do it in. Seeing as how she couldn't see the amount of calories in a kitchen prepared meal, only packaged food, she'd probably need to go online to get a basic idea of what the average calorie amount was for things like a sandwich or a burger.

 _Here's hoping I find out that being a mutant means I burn calories quicker than your average homo sapien._ She thought as she reached for the ladies boxer shorts she'd been given, _It'd certainly make my new circumstances a lot easier to handle._

As she slipped the tank top over her head and took in her new clad form she could see the strain in the fabric around the chest area making her think that she conclusively had a bigger bust than Rachel did.

 _Why do I suddenly get the feeling I'm gonna be telling a lot of guys 'my face is up here'?_ She thought with a sigh of future exasperation.


	3. The Truth Can Hurt, The Past is Helpful

Disclaimer: I do not own any of the copyrighted materials contained herein. They are the rightful property of their respective creators and/or associated companies. I make no profit from this whatsoever and I have no intention of changing this at any point in the future. I write because it's fun and because there are those who enjoy my work. Therefore I would appreciate it if no legal action were taken against me. I can promise that you won't get even a fifth of your legal bills back from me.

 _ **Xavier Institute**_

 _ **Rachel Grey's POV**_

"So what do you think of your new Jeannie roommate?" Kitty asked as she plopped down on the chair on the other side of the cafeteria table.

It'd been a couple of days since she'd moved into the boathouse with Alexia Harris, she'd gotten the look-a-like of her mother's last name during the course of the evening, but all in all it'd been pretty good. The girl was a bit odd and sometimes acted like she hadn't touched the usual toiletries in her life but aside from that was a pretty good person.

"She's okay, well as okay as a teenager who looks like my mom can be, and she's picking up what I'm teaching her quick enough." She replied remembering the lessons they'd had, "Whatever…changed her has given her a copy of my mom's subconscious control over her powers so she doesn't have to worry about keeping other peoples' thoughts out or accidentally lifting something telekinetically. I'm still putting her through the usual training lessons though because I figured it'd be best if she knew how to consciously shield her mind and keep her TK under control."

"Makes sense. When Ogun dumped all that ninja know how into my head I still needed to train my body in order to make the most of it." Kitty said nodding in understanding, "Implanted info might give you a leg up on people learning things the old fashioned way but they can quickly overtake you if you get too cocky."

Indeed.

It was all too easy to use moves and skills taken from someone else and think they're your own. When she'd been host for the Phoenix Force and used its power she hadn't thought of it as using someone else's power but rather as her using what belonged to her. When she'd lost the Phoenix powers though and was left with just her own natural mutant gifts she'd found herself forced to adjust quickly and it'd been humbling to grasp the differences in power level. She'd been forced to relearn a lot of the lessons she'd taken for granted or outright ignored because she'd had the power of the Phoenix to fall back on. She was getting there, day by day, but she still wasn't good enough to school Frost like she wanted to. It'd probably take another couple of years and a degree of focus on training that she wasn't sure she'd be able to manage given how hectic the life of an X-Man tended to be. Still her dad had made it mandatory for all X-Men teams to train in the Danger Room to keep their skills sharp and when possible improve so progress would be made albeit slower than she'd like.

"So how long do you figure it'll be before she's at the same level as the students on the teams Cyclops has created?" Kitty asked as curious as her codename, "Do you think he might stick her on one of them eventually?"

"It'll take a couple weeks before she's that far along." She replied after a moment's thought, "There's learning the basics of control and then I'll have to teach her some of the basics of telepathic and telekinetic combat. Until she's mastered all that it wouldn't be fair to put her with the more experienced students."

"True. Everything should go fine so long as Frost doesn't try anything." Kitty said sharing her opinion of the co-headmistress of the Institute.

"She won't. I'm keeping an eye on Alexia right now and on Frost." She stated firmly with a temporary look of resolve, "If she tries anything telepathically I'll know."

"Even though she came out on top when you guys went up against the new Hellfire Club?" Kitty asked with some hesitation about broaching the sore subject.

"She got lucky. Nothing more." She replied with a bit more of an edge than she'd intended.

"Damn straight!" Kitty declared with a smile to lighten the mood back up, "She's getting older and you're still in your prime. Sooner or later she'll go senile and then it'll be all over for her!"

They both shared a light chuckle at that both because it amused them to imagine the plastic surgery perfect form of Emma Frost as a wrinkled old hag and because if the older woman was listening in they could imagine the annoyed look on her face. Neither of them liked the superior attitude and bitchy behavior that her father's temptress always wore like a cloak wherever she went. She personally didn't like the way Frost took advantage of her father's problems following his separation from Apocalypse to seduce him away from his wife. The woman might claim to have turned over a new leaf and have chosen to fight on the side of the angels now but she wasn't convinced quite yet. For all they knew this was just another of the White Queen's plans albeit more long term than the woman was usually known for.

Still until Frost did something she could take before Cyclops to convince him that the bitch was up to no good she had no choice but to TRY to stay professional around her.

Hearing the level of gossip talking in the cafeteria go up she looked about to see what the cause was and quickly found out it was Alexia obviously coming in for a bite to eat. Some were subtle about it, others not quite as much and some were being blatantly obvious about looking at the newcomer that to them was a teenager version of one of their deceased instructors. Alexia definitely knew she was getting stared at but still tried to go about what she wanted to do without letting the fact that she was the center of attention get to her. She was wearing more of her spare clothes and that made her decide that she had to take the girl out shopping soon so she'd have a wardrobe of her own.

 _Maybe after Logan's training session in the Danger Room today._ She thought remembering the lesson in non-powered combat was scheduled for later on, _She looks like she's just a little different from Meggan's measurements so it should be easy enough to pick a few things out. I'll just charge it to my Institute credit card._

An eyebrow went up when it looked like Alexia was having a bit of an issue choosing what she wanted to eat. The girl would reach for something but then it looked like a thought caused her to change her mind before looking at what was left. It puzzled her for a minute but then an epiphany hit her: Alexia was trying to watch what she ate but since none of the plates or bowls of food had signs to show how many calories were involved it was making it difficult for the teenager to choose.

Deciding to take action before the others in the line started getting annoyed she got up from her seat and walked over to Alexia stopping just shy of the railing that framed the outside of the line.

"Personally I'd go with a whole grain bread sandwich, orange or apple juice and a pear just to get some fruit into you." She said causing Alexia to start a bit before half turning towards her, "You know you don't have to be that careful about what you eat. So long as you're willing to burn off whatever you put on it's all good."

"I know it's just…before coming here I wasn't exactly part of the popular crowd. Didn't have the looks for it or the fashion sense." Alexia said before quickly putting the suggested foods onto her tray, "Now I find myself in a body most girls my age would kill to have and I don't want to blimp out."

"I understand but don't stress out about it." She said as the two of them moved along with the line-up, "Lots of girls go weight nuts at your age and only wind up hurting themselves. Just Google 'ideal weight' online and put in the info it asks for. As long as you don't go more than ten or so pounds over that you'll be good."

"I will. Thanks." Alexia said with a small grin of gratitude.

Walking back to her table where Kitty was still waiting for her she couldn't shake the feeling bizzareness that came with the fact that she'd just given health advice to someone who'd been transformed into a teenage version of her mom. Still with everything Alexia had been through helping her settle in and get used to a world she'd only before seen in comics or cartoons was the least she could do was help out where she could.

 _It's also kinda fun teaching someone how to control their powers._ She thought as a small smile formed on her face, _Maybe if it works out well with Alexia I'll see about rotating into the Institute teaching staff._

It was an idle thought at the moment rather than one that usually defined one's future but it lingered long after she left the cafeteria.

 _ **Summers Family Boathouse**_

 _ **Xander/Alexia Harris' POV**_

 _I know I should be mingling more but it just feels…safer…to stick to the boathouse._ She thought as she flipped through the channels on the flat screen television, _Sure living in a place where everyone has mutant powers looked normal when I saw it on TV or read about it in the comics but actually LIVING here at the school…BIG DIFFERENCE!_

If it'd just been the X-Men or one of the members of the other X-teams it wouldn't have been so bad because she'd practically memorized their powers so she'd know what to expect from them. However there were a LOT of students here with powers that she knew next to nothing about unless they were blatantly obvious she'd have no clue about what she might be giving away.

Near as she could tell so far no one seemed to suspect the truth about her, that she used to be a guy, but that was probably more due to the fact that her current and future body was the top gossip topic at the moment. It'd been a couple of days but apparently nothing else too exciting had happened to push her out of the number one spot of things to point and whisper about. About the only good thing she could say about the current state of affairs was the fact that because of her resemblance to the departed Jean Grey-Summers none of the guys in the student body had tried to make a pass at her.

Probably because they know that if they did try something it'd bring Cyclops, Wolverine and Beast down on their heads or at least earn them extra detentions especially if they didn't get a hint after she told them she wasn't interested for the umpteenth time.

She knew it was only a matter of time before she became the target of pick up lines and catcalls from guys because with a body and a face like she had right now they'd have to be dead or blind not to find her hot. That didn't mean of course that she was into guys anymore than when she'd been Xander Harris so if any of them tried to pick her up she'd tell them point blank that she was into girls not guys. Hopefully by the time any of them got aggressive about their advances she'd know enough about telepathy or telekinesis to send them packing.

Rachel had gone off on a mission with some other X-Men about half a day ago and as was usually the case with hero missions there was no estimated time of return. According to what the former Phoenix host had told her it'd been arranged that if it looked like she'd be away from the school for longer than a day a set of triplet girls referred to as the Cuckoos would sub for her telepathy lessons.

She'd spotted the blonde trio one time in the cafeteria and while they weren't doing the whole creepy 'dress exactly alike and have identical haircuts' thing she definitely noticed a level of synchronicity that was just plain spooky. Sure she knew that the trio wouldn't have been assigned as her substitute teachers if they didn't have the chops for it but he still hoped that Rae got back before the terror triplets got a crack at her. She'd heard how they'd been referred to as 'Emma's girls' and if that meant that the three had inherited the White Queen's point of view on the important stuff then she'd prefer to avoid them like she avoided their mentor. Her initial opinion formed from the comics had only been further supported by the scuttlebutt that'd been tossed about the hallways so unless the modesty lacking woman did something truly out of character to prove herself bitch of the negotiable morals she'd stay.

 _Nothing on._ She thought as she put down the remote control on the science fiction channel, _I was sure I'd find at least a few shows here like the ones back home but it's all different. Nothing that really grabs the attention is on at the moment._

She was just about to go over to the computer to resume studying on 'how to be a convincing teenage girl' when she heard sounds just outside the boathouse door. By the time she turned towards said door it was half open then revealed a sight that made her wonder how long it'd be before she had her first wardrobe malfunction. Standing in the doorway wearing a bikini top and serious miniskirt, both made out of fur trimmed animal hide was one Rachel Summers carrying two leather bags in her arms.

"I'm back!" Rachel declared with a smile on her face, "And I brought presents!"

"I can see that." She said with a half grin, "So…soiled or shredded?"

"What?" Rachel asked clearly not having connected the dots.

"Your usual green and yellow uniform." She replied explaining her earlier inquiry a bit, "Did it get so dirty you couldn't wear it or did it get shredded to the point where you couldn't wear it?"

"Neither. After fixing things with some evolved dinosaurs we encountered I decided to try out some of the local fashions." Rachel replied with only a little incredulity, "What made you think of those two scenarios?"

"The comic books from back home mostly." She replied honestly as her fellow redhead plunked herself down on the couch next to her, "In them whenever a character went all John or Jane of the Jungle it usually meant their outfit got unwearable somehow. My guess was either dirty beyond the telling of it or shredded to the point where it'd break several decency laws."

"You know that real life isn't like the comic books right?" Rachel asked sounding a bit amused by what she'd heard.

"If we were back in my home reality I'd say no but here we're in a world where there are super powers aplenty and freaky stuff happens every other day someplace on the planet." She replied with a grin and a shrug, "That means that I'm leaving my mind open to the possibilities until I get a better grip on where the limits of freakiness are in this reality."

It looked like Rachel was about to try and downplay how crazy things could get in the Marvel-verse but then remembered her own past before admitting to herself that it was more true than false.

"So anything exciting happen while I was away with the team?" Rachel asked before taking on a more relaxed posture.

She did her best NOT to let it show how attractive this posture made her look in her current Tarzana outfit.

"Not really. Just the usual mutant school stuff." She replied after thinking about the last couple of hours, "Glad you made it back before the twenty-four hour deadline though. Not looking forward to my first class with Frost's teenaged triplets."

"They're not that bad. Surprisingly enough they probably have the same opinion of Emma Frost that we do." Rachel said in defense of the trio, "In their mind two of their sisters got killed because of Frost's screw ups. Probably the only reason they haven't rejected her completely is because they still need someone to teach them how to get the most out of their telepathy."

She supposed the X-Man had a point.

She should know better than most how people sometimes turned out to be different from their reputations if you actually took the time to get to know them. After all back around Sunnydale High School she'd had the reputation for being a loser and the son of the town drunks who'd probably grow up to be the same. She'd definitely managed to avoid that fate but even back in her native reality she'd worked hard to make sure that she'd never grow up to be like Tony Harris. If the Cuckoo triplets were similarly trying to distance themselves from Frost and only went to her telepathy lessons because they had no choice then MAYBE he could test the waters with a lesson from them.

"FINE. If I need to learn telepathy from them someday I'll try to give them the benefit of a doubt." She said albeit with some reluctance, "But the second they start acting like Frost I am OUTTA there!"

"Fair enough but if you go more than five lessons without them trying anything you stop being so suspicious of them. Deal?" Rachel asked sounding somewhat serious.

"Make it a lucky seven lessons and you've got a deal." She replied with a bit of humor figuring if the trio didn't try something within seven lessons they weren't likely to.

"Deal! So anything worth watching on the idiot box?" Rachel asked turning her gaze to the still active TV.

"Nothing really. I thought some of my favorite shows would have counterparts here but no such luck." She replied with a bit of disappointment, "Almost makes me want to write up a pitch for a few of them and hand'em over to Archangel to see if he can get'em on the air."

"Not a bad idea." Rachel said actually considering the idea, "Assuming they're different enough from what's already on the air that you won't get sued for copyright infringement it'd give you a steady flow of cash to draw from."

"I was joking." She said not really serious about trying to pitch TV and movie ideas to Worthington for his backing.

"I wasn't. If the shows are as good as you think they are then they might actually get picked up by one of the studios. You make sure you own the rights to them or at least get part of the profits and you won't have to worry about money." Rachel said proving that she was serious about considering the idea, "It'd beat working a minimum wage job wouldn't it?"

She had a point.

Things were still in the works to get her the proper paperwork and database entries so she'd be considered an actual USA citizen but after that she'd be on the same playing field as everyone else trying to get a job as well as get by. She'd probably need to take a GED test before she could get hired for anything or start taking classes with the other students at the Institute. Aside from teaching how to control mutant powers as well as 'The Dream' as she had heard it called the place also provided the equivalent of a high school education. Still she wasn't sure he wanted to stick around the Institute long enough to earn a high school diploma the old fashioned way. No matter where he went in the Institute people just saw him as a mini-Jean Grey complete with Phoenix Force in his body and that included both the staff as well as the students. Some people might say that'd never change if she left for parts unknown and considering all the stuff that probably got left out of the comics she'd probably trip over trouble before she got very far.

She'd stick around until she had decent chops with telepathy and telekinesis at the very least.

"Definitely. As long as I don't have to sit through boring meetings and have someone I can trust to keep the sharks off me it'd be great." She replied with a nod at the possibility, "I even have the first idea ready for writing."

"What is it?" Rachel asked out of curiosity.

"A famous writer once said: write what you know." She replied with her new trademarked lopsided smile, "I think the first TV show I'll pitch will be called 'Buffy the Vampire Slayer'."

 _ **Headmaster/mistress' Office**_

 _ **Xavier Institute**_

 _ **Rachel's POV**_

"Have you managed to learn anything more about her Rachel?" Scott asked as he looked across his desk at her.

It was just past the two week mark since the not-clone of her mother had started living with her at the mansion and during that time she'd been fortunate that she hadn't gotten called on as many missions as she'd feared she would. Whether that was a spot of good luck or Cyclops specifically ensuring that her team didn't get any assignments or just that he kept her out of circulation she didn't know. Personally she'd like to believe that they'd just hit a lull period but her time as a member of Excalibur and then the X-Men had taught her that lulls were often a double edged blade. True they gave you time to relax, recover and remember the good things about life but they were also the universe's way of warning them that something else was coming their way.

Something that they'd need all their strength to overcome.

In any case the lull had given her the time she'd needed to focus more on Alexia's lessons in telepathy and telekinesis. As a result the girl was making some pretty decent progress and seemed to lack some of the mental roadblocks that needed to be 'unlearned' by most newfound psionics. It was as if her mind had already revised what it considered to be possible or impossible and so when asked to do something most people would consider crazy the reflex to question it wasn't as strong.

She'd finished teaching the basic techniques for erecting and maintaining telepathic shields not to mention keeping Alexia from accidentally tapping into her telekinesis without meaning to. With accidental usage under respectable control she'd started the girl on the next stage of her training and that was to learn how to utilize both powers. From lifting various objects and moving them from point A to point B without a wobble to learning how to deliberately reach out telepathically to make contact with a specific person's mind. They'd only gone through three lessons so far but she was pleased with Alexia's progress thus far and didn't see any reason to change the approach she'd been using.

"Well she's definitely a sci-fi geek. Whatever we watch on TV always has a sci-fi theme to it and if not sci-fi then fantasy." She replied knowing what Scott really wanted but not wanting to give it to him, "I get the impression she was something of an ugly duckling back in her native reality. I've caught her looking at herself in the mirror a couple of times and preening a bit. Still the progress we've made in her lessons has gone a long way towards her getting comfortable with her circumstances and improving her self-image."

"While it's nice to know she's settling in I think you know what I want." he said in a firm yet peaceful way, "Has she told you any of the particulars about how she was changed? Anything more than what she's already told us?"

"No but then I haven't asked her any direct questions in that regard." She replied with a slight narrowing of her eyes, "She's said a few things offhand, bits and pieces, but nothing that we don't already know. What's going on?"

"Somehow word has gotten out that we've got a copy of Jean complete with Phoenix Force on the premises." He replied sounding like he might have his own suspicions about how that'd happened, "Now I have S.H.I.E.L.D, the Fantastic Four and just about every other organization whose ever had a decent idea of what the Phoenix is capable of asking questions."

Not good.

Due to the X-Men's personal connection with the Phoenix Force they had the most information on what it was, how it was connected to its host and what it was capable of. But with all the spook agencies like S.H.I.E.L.D and other people with the ability to pick up cosmic energy it was only natural that they'd know something of the Phoenix. Problem with that though was that something wasn't as good as everything but it was enough to make them afraid as well as panicky. She now realized that unless those people got some satisfactory answers they'd likely take it upon themselves to get them even if it meant taking Alexia 'into protective custody'.

"How long do you think you can keep them out of the Institute?" she asked wondering just how much breathing room they had.

"The calls started three days ago and I assured all of them that we were looking into the specifics." He replied sounding like he was really doing his best, "Nevertheless I give us a week, maybe less, before they stop listening to my assurances."

Damn.

That wasn't enough time in her opinion for her to just ask for the details and it was likely that to get everything she'd need to telepathically enter Alexia's mind to dig all of them out. That was straying dangerously close to the line that she'd always been told that no Institute trained telepath was permitted to pass save in life or death situations. While things were certainly going to be tense she didn't quite believe that things had gotten that bad yet that she could justify invading the girl's privacy.

"Any specific questions they want answered?" she asked hoping that the inquiries would give her a little wiggle room.

"What does she know about magic? Could the process be replicated? Is it really the Phoenix or just some copy? Is there a way to neutralize both host and cosmic being if Alexia loses control?" he replied with a series of questions, "Those were the broad strokes. Basically they want to know if they should send in the troops, could groups like Hydra or the Hand start making their own Phoenixes and how to deal with Alexia if she starts developing a taste for suns."

"Gee, they don't ask for much DO they?" she asked sarcastically when she considered how likely it was that any of those questions would be answered.

"Maybe but I can't help but share their concern." He replied turning to look out the window of his office, "Don't get me wrong you've been making good progress helping her to get a handle on her powers but it still doesn't explain why she hasn't manifested the Phoenix Force again. If her control over it is the same as her control over her psionics we should've seen some sign of it before now. I don't like it."

"I'll admit that there're a few things that're a bit off about her but I don't think she's up to anything." She said defending her 'student' without thinking, "I definitely don't think that she'd keeping the Phoneix bottled up in preparation for some big play."

"For what it's worth I don't think so either." He said sounding honest, "Still it doesn't change the fact that we need those answers if we're going to keep others from coming to the Institute with their crosshairs on Alexia."

"I'll…I'll try to get her to let me do a telepathic scan for the period from one hour prior to her arrival here to when the Avengers first showed up." She said reluctantly not feeling quite at peace with what she'd be doing, "No more than that."

"That'll be good enough." He said with a reassuring smile, "I know this isn't easy for you Rachel but it has to be done."

 _I hope I don't wind up regretting this._ She thought as her 'father' and her finished up their meetings before parting company.

 _ **Summers Family Boathouse**_

 _ **Alexia/Xander's POV**_

"You want to do WHAT?" she asked after hearing Rachel state the next part of her training.

"Telepathically enter your mind in order to practice fighting someone mind-to-mind." Rachel replied automatically but with a hint of anxiety, "I've shown you how to make mental shields. Normally I'd focus on teaching you how to make them do more than keep casual thoughts from getting out or in before moving on to telepathic combat but we live in interesting times. Because of that teaching you how to fight telepathically has gotten moved up the list of priorities."

Didn't that sound ominous and foreboding?

Up until now the two of them had been taking an official yet casual approach to her lessons and it'd been fairly logical in its progression. Now to jump to learning mind-fu when it would've been more logical to teach her how to erect defenses against psi-attacks rather than go straight to pitting mind against mind. The only reason she could think of for such a change in the structure of the lessons was if something was forcing Rachel to alter them in order to better fit the new circumstances. That being the case she had one question that needed answering before she'd agree to that level of contact.

"What's happened?" she asked with wariness looking Marvel Girl right in the eye, "Something's happened and you're putting a rush on things. What is it?"

She could see the anxiety in the young woman spike at her question and she knew she was right on the money. Still she didn't say or do anything since if she went on the offensive too strong Rachel might lock up and refuse to say anything. It was basic X-Men strategy to either defend or attack when coming under fire but never to surrender unless they had no other choice. She needed to make sure that Marvel Girl didn't treat this as a verbal combat situation.

"Scott's…been getting calls from a lot of different groups, POWERFUL groups, that know you're here and know you have the Phoenix Force inside of you." Rachel replied her honesty winning out over a likely urge to bullshit her, "Considering the Phoenix's reputation in the past they've got questions that they want answered. Scott's doing his best to keep them back but he's afraid that if he doesn't get them their answers they'll come take them. I…I told him I'd try to get him the answers he needs. Just from the hour before the spell hit you until you first ran into the Avengers. Scott said that'd be enough to get S.H.I.E.L.D and the other groups off your back."

Shit.

"How'd they find out? Only the X-Men and the Avengers know I'm here." She said as she tried to deal with this new development.

"S.H.I.E.L.D and groups on the same level have people everywhere. If they wanted to they could probably find out what I ate for breakfast my second day as a member of Excalibur." Rachel replied a bit ruefully implying that she'd heard just that from one of Fury's agents before, "And that's not accounting for any scientist with equipment capable of detecting the cosmic energy the Phoenix Force gives off."

Made sense.

She'd read no shortage of comic books where every federal agency on the planet, every noteworthy terrorist organization and every hero team had a way of keeping an eye out for the strange as well as the bizarre. Mix a dimensional breach along with the power of a cosmic being and it was a no brainer that every monitoring system on the look out for such things would be screaming bloody murder. As for how those people traced her to the Institute she could only presume that the X-Jet must have gotten its picture taken by one spy satellite or another. From there even a rookie fresh from boot camp could've figured out where the X-Men would've taken her.

Silently she considered her options as well as what it'd cost her if she went through with what Rachel had in mind. If she let the X-Man into her head she'd find out what she used to be a he and that'd make things rather awkward between the two of them as well as anyone she told. After all it was one thing walking around with a towel wrapped around your middle when the only other person in the room was what you believed was another woman. It'd be another thing entirely to find out that it was a guy in a girl's body especially considering the eyeful she got that first night they spent in the boathouse with Kitty Pryde. While she wouldn't call the young woman her friend yet she'd also rather not have to change residences again or deal with the 'what is she thinking' looks she'd get.

Still…he knew well from the comics how important the Institute was to mutantkind and how little the people with guns would care about collateral damage if it meant getting their hands on the Phoenix Force.

She couldn't sacrifice innocent students just to keep her own secrets.

"Okay. But JUST for the time period you mentioned and not a second more." She said firmly even as the butterflies in her stomach started acting up, "I've got some things I'd rather you not see."

"No problem." Rachel said with a look on her face that made it clear she could be trusted.

"Then let's get this done before I start having second AND third thoughts." She said as she turned fully towards the X-Man, "What do I have to do?"

"Just stay calm and lower the mental barriers. I'll do the rest." Rachel said turning to face her as well.

Waiting for something to happen she was a little disappointed with how there was no energy crackling around Rachel or any other visual clue that she was using her telepathy. Maybe there was some trick to seeing it or maybe you needed some sort of tech toy to do it or maybe the artists for the comic books just put the energy fields in to make it easier to understand what was going on. Still it made him a little antsy not being able to see signs of when Rachel was going to jump inside his head. Nevertheless she did as requested and lowered the mental barriers she'd been taught how to erect in order to keep her thoughts her own and everyone else's thoughts their own.

What happened next didn't have any transition period like going down a drain or an oily wave cascade before things changed but rather a snap change of environment.

One second she was looking at Rachel in the boathouse and the next she was floating in some sort of limbo area with Rachel doing the same across from her.

She didn't need to even ask if her mental self looked different from her physical self.

Rachel's look said it all.

"Surprise?" she said with her lopsided smile noting that her mental self had her old male voice in place rather than her current female one.

Looking down he confirmed that the mental self was in the form of her old male body but it was bittersweet because she knew even this would be lost to her eventually.

"What…the…FUCK!?" Rachel exclaimed in utter shock looking her mental self over from top to bottom and back again.

"Yeah…I kinda omitted some facts back in the forest." She said like a kid who'd been caught red handed by their mother, "Like the fact I used to be a guy."

"How the hell does that work?!" Rachel asked sounding like she considered an omission to be dangerously close to being a lie.

"Well…um…ah HELL!" she replied unable to think of a good way to say it, "Look back two hours before the spell hit and you should get your answers."

"I'd better!" Rachel said firmly before the mental limbo around them shifted to when she was heading for Principal Snyder's office.

She didn't say anything as the memories went by for Rachel to view because truth be told she didn't want to dwell on how she'd been blackmailed by a person in a position she should've been able to trust. If she'd had a chance to do it all over again she honestly couldn't say she'd have done it any different even if it'd meant she'd still be a he. A switch of gender and dimensional displacement was a small price to pay for keeping his friends out of the crosshairs long enough for them to turn the tables on Snyder.

"How the hell did this…this…CAVEMAN…ever get to be a high school principal?!" Rachel asked clearly angry with what Snyder had done.

"Your guess is as good as mine." She replied with a shrug of her mental self's shoulders, "I can only guess that whoever was in charge of hiring Principal Flutie's replacement either never met the man or met him and didn't care how he'd treat the students he was in charge of."

From there things progressed to how her friends had chosen to dress up as X-Men as well to ease the discomfort of having to dress up as the Dark Phoenix. Rachel seemed to find their time in Ethan's Costume Shop amusing as well as how they all looked in costume once they'd all put their outfits. From there things went pretty much as he recalled without anything deviating but when they finally arrived at the moment when the spell kicked in pain swam over her consciousness like a school of Piranhas. Then like a hiccup they jumped from the pain to her first memory of arriving in the Marvel-verse followed by her efforts to escape the forest along with the civilians that'd been trapped by the fire.

"What was that?" she asked referring to the memory hiccup.

"Your mind must be suppressing the missing memories due to the pain." Rachel replied while moving her hands about like they were operating invisible keyboards, "I can probably find the missing memories and dull most of the pain but it'll still hurt."

"Do it. Pain and I are old friends." She said before bracing herself for what was to come.

Whatever it was couldn't be any worse than Tony Harris during one of his more vicious moments.

When the memories began to rewind she was almost staggered by the pain but she gripped her resolve hard and endured so that Rachel could get the information Cyclops needed to persuade the paranoids to back off. As the lost memories went by though new sensory information began to stride forward on her perceptions that didn't make up the five basic ones or her emotions.

"It's telepathy. This must be the point where your body was altered enough to gain that power and its acting the way it usually does on its initial manifestation." Rachel explained even as the number of thoughts, of minds, began to increase at a rapid pace.

It was beautiful in a way and the fact that Rachel seemed to be using her powers to keep the minds at a distance was much appreciated since she didn't think she could keep them back on top of deal with the numbed pain. Before long she imagined that the thoughts of every citizen of Sunnydale surrounded her being held back by Marvel Girl's telepathy. She couldn't make out specific voices or thoughts, they were overlapping each other too much for that, but truth be told she didn't mind that since she was pretty sure she was better off NOT knowing.

Then without warning…minds began vanish and the only thing that hinted at the cause were screams of terror that were suddenly silenced without warning. With every second that passed between more screams came forth only to be silenced and before long there was no longer the brief silence between the screams but instead a single unending symphony of suffering. It was horrible, more horrible than anything she'd ever heard since learning about the truth, and it was only getting harder for her to hear with every moment that passed.

"What's happening!?" she asked with horror as more than half the minds vanished from existence.

"My god…it's killing them…FEEDING off of them…" Rachel gasped looking and sounding like she could scarcely believe what she was discovering.

"What's killing them!?" she asked wanting more than anything at the moment to understand what was going on.

"The…Phoenix Force…what's inside you right now isn't the Phoenix Force from this reality." Rachel replied as three quarters of the minds were now gone, "Somehow…some way…the spell that changed you CREATED an entity patterned after it and then…and then something happened and it started feeding off of everyone within range. It…KILLED them…devoured their life energy…their souls…to make itself stronger…it's almost as if the magic that made it couldn't keep it alive so it went after the closest substitute…"

 _No…nononononononononononoNO!_ She thought as she shoved aside with a thought Rachel's efforts to keep the disappearing minds back from her.

By instinct more than conscious thought she sought out the minds of those precious to her in an effort to find some kind of proof that they were safe. Buffy, Willow, Giles, Miss Calendar and Cordy took priority over everything else as she tried to find their minds by the thoughts going through their head. She knew peripherally that this was just a memory and that she'd only be able to find what little her mind had been able to put into memory at the time but that mattered little at the moment.

As the number of minds continued to decrease her search became ever more frantic but in the end the horrible truth was laid out before her.

Two minds that could only belong to Giles and Miss Calendar for she heard their voices in them.

However no sooner did she find them then they did scream out in fear before vanishing into nothingness as the newborn Phoenix consumed all that they were and ever could be in order to stay alive. In that moment the truth became all too clear to her: if Giles and Jenny were consumed by the flames of the Phoenix then the others who'd been much closer had to have been devoured as well.

His…her…friends were dead…and she'd chosen the form of their destruction.

She was responsible!

Rational thought slipped beyond her grasp leaving only unequalled pain, grief and sorrow.

For the young woman who was once the young man Alexander LaVelle Harris his friends were his true family and it was due to the bonds she had with them that she could walk away from the path Tony Harris walked.

Now they were gone, their blood on his hands, and there was only one response to this that her soul would accept.

She screamed and let out the suffering of her soul for all to hear.

 _ **Rachel's POV**_

 _Now I know what a baseball feels like._ She thought to herself with a groan as she mentally released the protective telekinetic field she'd thrown up around her body the second she'd realized what was going to happen.

 **SSHHRRRAAAAAA**!

Looking up at the bird of dark fire that towered over what was left of the boathouse she could feel waves of sorrow, grief, guilt and pain flowing away from it. Not that she could blame him…her…whatever…considering what they'd just found out but just the same she couldn't let this outburst continue no matter how justified it might be. Not only would it cause anyone monitoring the Institute to panic and assume the worst but the feelings it was sending out would frighten the younger students who hadn't been taught how to put strong psi-shields into place. With that in mind she telepathically reached out to Alexia's mind in the hopes that she could get through and talk the teenage girl down. She soon found out though that with all the power that the fake Phoenix was putting out getting to the host's mind was like trying to swim against a strong current. While her progress wasn't pitiful it would still take her time to make it all the way through and even then she'd have to split her attention between maintaining the connection and talking Alexia down.

Hopefully it wouldn't take more than a few minutes to calm the young woman down or else she might have to ask Frost to tag in while she recovered her strength.

It seemed to take forever but in reality it just took a little over five minutes but she eventually managed to make contact with Alexia's mind. The connection was almost immediately shattered though for while the emotions being emitted by the Phoenix were potent from the outside being in direct contact with the source was ten times worse. In response she threw up three of her strongest psi-shields in addition to the one she'd gone in with so as to ensure that she didn't wind up getting swept away by the swift rapids of sorrow.

"Alexia! Alexia you must stop this!" she said telepathically as she tried to cut through the emotions to get at the rational mind beneath, "I know it was horrible, I know you're hurting, but you have too much power to lose control like this! Please! Calm down!"

She didn't sense much of a response to her telepathic message and that would not do because even through the storm of psionic energy she could tell Frost and the other X-Men were quickly approaching. She knew that if Frost got involved in the 'conversation' it would either result in cowing Alexia quickly or provoking the young woman into actually making things worse out of sheer spite. The woman was terrible with children no matter what the white wearing woman said in her own defense and generally used her authority to get them to do what she wanted. Add to that the fact that Alexia's resemblance to her mother might cause Frost to pull her metaphorical punches less and it was a recipe for disaster.

"Xander! I know what it's like to lose everyone you care about!" she said mentally as she tried to hook the teenager's attention, "I lost them all to the Sentinels in my time! I was there when most of them died! I saw them DIE! It was hard but I had people who helped me get through it like my teammates in Excalibur! I know you're new here but that doesn't mean there aren't people willing to help you cope! XANDER!"

This did a little better than her first statement as she sensed a fluctuation in the flow of emotions pouring from Alexia's mind and that was a promising start. Still she needed something more, something that would snap things into place, and after a short period of thinking she figured out what it had to be. She'd seen it when she'd looked through his memories of those hours before the spell hit and changed everything and it was a pretty solid indicator of what the boy turned girl admired if she liked superhero stuff.

"XANDER! YOU NEED TO STOP RIGHT NOW OR YOU'RE GOING TO HURT SOMEONE!" she said telepathically as loudly as she could to cut through the emotions, "YOU'RE GOING TO HURT SOMEONE LIKE THE PEOPLE OF SUNNYDALE! DO YOU WANT THAT?!"

Now THAT had an affect since almost immediately she could feel a strong will marshaling itself against the emotions that opposed it. Like trying to balance a large stack of books in your arms while you walk up a flight of stairs Alexia aka Xander worked to get her emotions back under control as well as reign in the flames of the Phoenix. It wasn't steady and there were more than a few times that it looked as though a metaphorical book was about to slide off the stack but nothing happened. As she sensed that things were about to end she withdrew from Aleixa's mind and when she opened her eyes she watched as the last of the Phoenix fire vanished into nothingness.

The boathouse was a complete mess and would probably take a couple of weeks to restore to its former livability and it was a given that at least some of her things had been reduced to so much trash. While she wasn't exactly happy about it she'd more or less gotten used to it over the years since having your home trashed was pretty much a given when you were a superhero or more specifically a member of an X-team. Fortunately Kitty had copies of most of the photos and any of the truly irreplaceable things she'd had foresight enough to put into storage for safekeeping. Still it meant that both her and Lexia were going to have to find someplace new to sleep because without a roof the boathouse just would not do the trick.

"Rachel! What happened?!" Scott asked definitely as leader of the X-Men rather than her father.

"You asked me to find out how she got turned into Dark Phoenix and I did." She replied as she began to make her way to the boathouse to see how Alexia was doing, "It was…horrible…but I can say with certainty that Phoenix Force inside of her isn't from our reality. In fact before the spell that changed her it didn't even exist."

"WHAT!?" Kitty exclaimed from her position in the mobile group, "How the hell does that happen?!"

"Someone cast a spell to turn people into their Halloween costumes. When the spell reached Alexia it did more than just change her physically into a copy of mom." She replied as she reached the door to the boathouse and used her TK to shove the debris to the side, "It literally tried to create a Phoenix Force. I don't know specifically what happened after that but I know that whatever power source was fueling the change severed its connection to her. It should've stopped everything but it'd gone too far. The being inside her was aware enough to know that it needed more power if it was going to live."

"I'm guessing something bad happened." Beast said with a bit of humor that made it clear he understood he was making quite a large understatement at the moment.

"You could say that." Rachel said as she navigated what remained of the boathouse to where she'd last seen Alexia, "The new Phoenix Force…it killed every living thing in Alexia's hometown and devoured their life energy. All her friends, family and even people she might've just known from seeing them walk down the street. All killed so that this new Phoenix Force could keep itself alive. Alexia didn't take this well."

"Really? I hadn't noticed." Frost stated with her usual sarcastic wit.

It was less than a minute later that they found ground zero for the manifestation of the Phoenix fire raptor and when she saw Alexia sitting on the floor, knees pulled up to her chest with her arms around them, with a haunted look on her face…on mom's face…she didn't even think. She immediately walked over to the crying girl, got down on her knees and wrapped her arms around Alexia to deliver the most comforting hug she could manage. It didn't stop the crying but she seriously hoped that it let the teenage girl know she wasn't alone in this new reality that was now her home.

She might've started out just being a teacher and new roommate with Alexia but after what she'd seen and felt…it was impossible to go back to that.

While there were differences between what Alexia had gone through and what she'd gone through there were enough similarities that she felt an emotional connection with her. She remembered how she felt those first few days when she arrived in the past, how she felt believing that Kate had died while she'd lived, and more than anything else what'd gotten her through it was friendship.

Friendship and family helped her get over her losses as well as a place she could call home.

She could definitely offer the first to the young woman and as for the latter…HELL…why not? She had the looks for it as well as the DNA according to the Hank and it wasn't like the government was going to let her get away with just a first name.

Besides it was about time the Grey family went up by one.

 _ **Emma and Scott's Office**_

 _ **The Xavier Institute**_

 _ **Cyclops' POV**_

"Well that was a lovely vid-conference." Emma said in perfect deadpan English accent and all, "You know what's going to happen next don't you?"

"I know what MIGHT happen next but I'm going to do what I can to make sure it won't." he said determined not to let S.H.I.E.L.D or anyone else walk off with Alexia, "I'll call in whatever favors I'm owed to set up enough roadblocks that it'll be more trouble than it's worth to try and get Alexia."

He could tell from the look on her face that she suspected that the real reason he was willing to go so far with this was because Alexia looked like Jean. While he'd be lying if he said that the resemblance wasn't influencing his choices at all he had perfectly good other reasons for keeping other organizations from getting ahold of a teenage girl merged with a proto-Phoenix Force.

For one thing it wasn't completely beyond the realm of possibility that the proto-Phoenix inside of Alexia might get stronger as more time passes or someone might try to make it stronger for reasons unknown. Considering what the Phoenix Force native to this reality was capable of it was far too risky to allow anyone to try to tamper with its alternate reality 'hatchling'.

A point in Alexia's favor was that she experienced a trauma that had it happened to Jean when she was in full possession of the Phoenix Force would've done serious damage to the Institute yet only the boathouse was destroyed. On a subconscious level Alexia kept the power of her Proto-Phoenix in check enough that no one got hurt. This to him was reason enough to do what he could to keep more problems from being added to the girl's plate.

"You know those 'roadblocks' of yours are only going to be effective against those who wish to 'acquire' our little Dark Phoenix through legal channels all neat and proper." Emma pointed out sounding like she was skeptical of the effectiveness of the obstructions, "There are some who will think that they don't have to play nice with us or that they can ignore the law in the belief that because we're mutants anyone we complain to will only feign to be on our side."

"They'll at least cut down on the number of people who'll be coming and the ones who're left will have a tough time defending their actions after we kick their asses." He said making it clear that anyone who came to the Institute looking for a fight would get one.

A BIG one.

"Before you begin formulating battle strategies for fending off multiple sources of intrusion might I suggest an alternative?" Emma asked rhetorically before laying out her idea, "Rather than endanger our students by placing them in the middle of a potential firefight I suggest covertly relocating our little Dark Phoenix to another location. Someplace close by so we could fly to the rescue should her new place of residence be discovered but also far enough from the Institute to ensure the safety of the students."

"I assume you have a place in mind." He said knowing full well she wouldn't be saying anything if she didn't.

 _You know me too well darling._ She thought at him before saying, "I recommend relocating her to the Massachusetts Academy. Despite closing it down as a school I've still had the buildings as well as the equipment maintained with a cleaning service brought in once a month to keep things respectable. Executed properly no one will ever know she's left the premises and one person living on such a large property will be hard to detect unless Alexia draws attention to herself with something appropriately spectacular like a manifestation of the fire raptor."

"Rachel would have to go with her. She was the one who got Alexia to calm down and the girl still needs to be taught how to harness her powers." He said considering the viability of the option.

"Then place her on the reserve list for now until she's completed her lessons with Alexia. She's hardly critical enough to be sent on EVERY mission and I dare say she feels a certain kinship to the girl." She said as though the solution was obvious, "If something were to occur that specifically required her presence she would only be a little over two hours away by car and much less by X-Jet."

"And will the same arrangement with the Cuckoos apply with these new circumstances?" he asked just to make sure everything was laid out, "If there's a missions that SPECIFICALLY requires Rachel's involvement will they be relocated to the Massachusetts Academy for the duration of the mission?"

At that question a moment of…hurt…manifested for a second on Emma's face before the usual White Queen poise returned almost making him think he imagined the whole thing.

Almost.

"The Cuckoos…have become somewhat displeased with me as of late." She explained sounding as cold as ever, "I had thought we were getting better after the battle in New York involving Xorn but it appears that all that is needed to sour their dispositions is the anniversary of Sophie's death and the idea that my behavior contributed to Esme's betrayal. It should be fairly easy to request that they relocate to the Massachusetts Academy as well since it will enable to them to get away from…me."

Contrary to what Emma thought it was relatively easy to figure out when something was bothering her since she usually overemphasized her superior attitude or Ice Queen approach to cover up what was really going on inside her head. Despite this superior attitude he'd been able to tell from the beginning that she was fond of the Cuckoos and that their hostile attitude hurt her emotionally. Still maybe some time away from each other will give both parties time to heal and reassess their viewpoints enough that the relationship could still be salvaged.

Personally he blamed Quire and whoever came up with Kick for Sophie's death. As for Esme's demise…that was a three way blame involving Kick, the girl's own choices and Xorn. Could they have been avoided if Emma had or had not done something? Honestly he couldn't say. You could spend a lifetime going over past mistakes, past decisions, wondering if things would've turned out differently if you'd gone down a different path but since changing the past wasn't advisable you had no choice but to move forward.

 _Precisely why I try not to dwell on such things._ Emma thought into his mind telepathically, _Now it's late and we will have a busy day tomorrow. Let's go to bed._

While a part of him thought he should really try to get a little more work done he had to concede that figuring out a way to covertly sneak Alexia, Rachel and the Cuckoos over to the Massachusetts Academy was going to be hard work. He'd need to be on top of his game, especially if the operation went FUBAR at some point, in order to deal with it in the correct manner. So with only a half second of hesitation he turned off the vid-screen, the computer built into his desk and followed Emma out turning the lights off before closing the door.

As he pushed the last thoughts of work away he recalled the one thing that Rachel had telepathically asked of him before they'd gone their separate way. It'd been a simple request but at the same time he found it an oddly appropriate one. It'd take about a week for it to get done but that was okay and then he could hand deliver the package himself assuming he wasn't on a mission at the time.

It'd be amusing to see the look on Alexia's face once she saw what was inside.

 _ **Flying Through the Air**_

 _ **Alexis/Xander's POV**_

Sitting in the chair near the rear of the X-Jet she didn't say anything, barely acknowledged her surroundings and just waited to be told that they'd reached their destination.

Even if it'd been over twelve hours since…since she'd learned the truth she still felt emotionally numb and couldn't work up the slightest motivation to do much of anything. What was the point? Maybe she'd feel differently in a few weeks but for the time being she just couldn't bring herself to care about anything. How could she? She'd killed everyone she'd ever cared for. Oh Rachel had tried to convince her that there was no way she could've known what'd happen Halloween night but she didn't know the Hellmouth. The weird, the bizarre and the freaky happened atop the Hellmouth every day of every week of every month of every year and it jumped on people tempting fate like she'd pounce on a crate filled with unopened packages of Twinkies. She should've known that dressing up as the Dark Phoenix, one of the most infamous villains of the Marvel Universe, on Halloween was just BEGGING Murphy, the Hellmouth and the old Harris luck to pull something.

Now they were all dead.

The Scoobies were dead and it was because of a choice she'd made.

She didn't blame the proto-Phoenix Force inside of him despite the fact that it'd been what'd killed the Scoobies along with hundreds of other Sunnydale residents. It'd just been trying to stay alive, to survive, on an instinctive level most primal and she very much doubted that even a speck of sentient thought had been involved. You don't blame a wolf for killing its meal because that's what it has to do in order to survive. If a predator gets into a populated area and starts killing that doesn't make it evil because the majority of animals only go into towns or cities when its food supply in the wilderness is tapped out or stretched thin. If there'd been a sentient mind, if there'd been an actual choice to kill others for their life energy and if there'd been no justifiable reason for the act then perhaps she could hate it but that wasn't what happened.

So in the end the only person she could really blame was herself.

Snyder gave her a choice to and she chose to dress up as Dark Phoenix.

She'd made that choice knowing full well what happened on the Hellmouth and had foolishly believed Buffy when she'd told them that according to Giles the paranormal stayed indoors on Halloween. While choosing to tell Snyder to go stuff himself would've led to legal trouble for the Scoobies at least they'd be alive to try and dig themselves out of it. Now…now they didn't have bodies to even dig with. They didn't have anything.

THEY weren't anything anymore.

"We're coming up on the Academy." Cyclops said from the pilot's chair of the X-Jet, "Everyone into position!"

Unbuckling her seatbelt she moved to the part of the cockpit outlined in tape to join Rachel, Kitty and the Cuckoos taking only a moment to pick up her backpack in order to put it on. The plan was a simple one: once they were close enough to the Academy Kitty would phase the lot of them through the hull of the X-Jet and then Rachel would use her TK in concert with hers to ease them down to the ground. It wouldn't be easy because just as the comics had described it back home Kitty going intangible didn't take away from the speed their bodies were travelling at along with the rest of the jet. When they dropped through the jet their speed of movement would begin to drop but not fast enough to allow them to survive the drop to the ground. Rachel had spent several of the last few hours drilling her on her TK especially when it came to manipulating a living thing like a person so that she wouldn't accidentally hurt anyone.

It'd given her something to distract her mind with…keep her from…from remembering…so she'd thrown herself into it with all the passion she could muster.

She actually managed to get better at it than Rachel had been expecting.

 _Enough daydreaming._ She thought as everyone either grabbed one of Kitty's hands or put their hands on the brunette's shoulders, _Focus on the task at hand._

"Entering the drop zone in five…four…three…two…one…NOW!" Cyclops yells from the cockpit and immediately her perspective changes.

It's a tingly feeling become intangible but that feeling gets shoved to the side as they begin to drop from the standard cruising altitude for a jet down towards the Academy grounds below. After all they're not wearing parachutes and Cyclops couldn't afford to fly any lower without making unfriendly eyes suspicious but still it gets the old adrenaline pumping. In order for the plan to work Kitty has to hold them all phased until they're at the minimum safe distance for telekinetic deceleration so that they can slip past any electronic eyes. Looking at Shadowcat she can tell that keeping six people phased at one time for so long is putting a bit of a strain on her but like a true X-Man she's soldiering through it.

When she felt the vibrating of the device attached to her belt she knew that they'd reached the right height and like clockwork the tingling vanished. Immediately she linked up telepathically with Rachel and the two of them enveloped the group with a TK field before gradually reducing their speed to something that wouldn't turn them into a greasy smear on the front step of the main Academy building. It was different from what they'd tried just jumping off the rooftop of the Institute's main building both in terms of the speed they were going and the distance they fell but it didn't really matter. The basic steps were the same and just like the device on her waist vibrated to let her know when to use her TK it also monitored their rate of descent. If they tried to decelerate too quickly, to the point where their bodies were at risk, it vibrated and if they didn't decelerate quickly enough it vibrated.

She was quick to get a handle on where she needed to keep things.

A few minutes later they touched down just a few feet from the front steps none the worse for wear except maybe for the need for some of them to put a comb through their hair.

"Well that was a rush." She said with feigned amusement, "Who wants to do it again?"

"Not us." The Cuckoos replied in perfect sync with each other, "Now if you don't mind we'd like to settle in our room."

"Killjoys." She said before she walked up to the front door and used the key she'd been given to unlock it.

Opening the door she found the place pretty much like she expected it to be: expensive looking, high class to the hilt and definitely more space than five people needed. Typing in the code Frosty had given her she deactivated the security system so they wouldn't have every cop in range driving up to the front gate. Most of them headed upstairs to where the bedrooms were but Kitty went downstairs so she could turn the utilities back on as well as some of the more exotic hardware that hadn't been removed since Frosty shut the Academy down. Walking down the hallway she tried to figure out which room would appeal to her more and which she didn't particularly care for but one looked to be just as good as the others…right up until she hit the room that was OBVIOUSLY the master bedroom. True it had none of the usual amenities that showed a person actually slept there, nothing that belonged to Frosty, but the fact that it used to belong to the woman was enough for her to make her choice.

Tossing the backpack next to the bed she took a running leap before landing on the four poster bed and taking a moment to enjoy the feel of the bed sheets.

She hadn't chosen this room because she LIKED Emma Frost but rather because she'd gotten the idea that if she played her cards right then she'd get to see a 'WHAT THE FUCK HAVE YOU DONE TO MY ROOM!?' look on the blonde bitch's face the next time she visited. She knew it'd happen sooner or later since Frosty owned the property and was co-headmaster of the Institute so she wanted to make a 'good' first impression. The only problem was that she didn't quite know what'd push Frosty's buttons to the point where she'd lose her composure without causing her to use her telepathy to extract payback.

 _Maybe the Cuckoos have a few ideas._ She thought idly before rolling onto her back, _They were the woman's prized pupils at one time so they have to know her better than anyone save Cyclops._

 _Give us a few days and we'll have a few ideas for you._ Came the thoughts of the Cuckoos into her head.

She was a bit miffed both because they'd made it past her psi-shields and because they'd entered her mind without permission but decided that if they were willing to help her knock Frosty for a mental loop she'd let it slide.

THIS time.

 _FYI we're only reading your surface thoughts. Unlike Miss Frost we respect the privacy of others more than she does._ The Cuckoos thought into her mind, _Plus your shields might be good for a beginner but we've been at this a lot longer than you._

Point.

 _Don't suppose you have any pointers to toss my way?_ She thought telepathically at the part of the building she sensed they were in.

 _Psi-shields tend to get weaker whenever you're emotional or under stress of some kind._ The Cuckoos replied after a brief pause, _We recommend using the variation of the Danger Room out back to create such situations so you'll be able to keep people out no matter what happens._

 _Good to know._ She thought back telepathically before sitting up on the bed, _Thanks!_

 _You're…welcome._ The Cuckoos thought back in reply before she felt their connection vanish.

"Weird. You'd think no one ever thanked them for helping out before." She muttered before she stood up to put the few things she had away in their proper places.

 _ **The Danger Dome**_

 _ **Rachel's POV**_

"You've gotta keep moving 'Xia!" she said as she chased after her student through the Danger Dome, "Your opponent isn't going to let you stop so you can center yourself and psi-blast them."

"I know, I know! Back in Sunnyhell though running took priority over fighting." Alexia said as she tried to fire off another psi-bolt while not breaking her stride, "Sure that was because all I'd usually get for fighting was bruises and broken bones but my brain's having a little trouble getting out of the flight gear and into the fight gear."

"You were doing fine when you were throwing down with the Avengers outside of Cooperstown." She said even as the incoming psi-bolt splashed against her shields.

"That wasn't thinking! That was me going with my gut and doing whatever seemed like a good idea at the time." Alexia explained before telekinetically lifting herself over a log before touching down and resuming the running, "Huh…maybe that's what I'm doing wrong: thinking about it too much."

"Overthinking might be part of it but you still need control." She said as she closed the gap between the two of them, "We have the power to kill people with a thought, to cripple their minds, and we can't afford to be careless with that kind of power."

"I know! 'With great power there must always come great responsibility'." Alexia said with a bit of a bite before using her telekinesis to propel some rocks in her direction.

It was a breach of the terms of the test they'd set out at the beginning, that this'd be purely a telepathic match, but that didn't mean she disapproved of the tactic the girl had just used. She actually applauded it since using TK in that manner to break an enemy telepath's concentration was often a good tactic since it created an opening for a psi-bolt. In this case though, with an opponent like her, it would be better to propel boulders rather than a shovel full of gravel since for someone like her putting up a TK barrier of her own wasn't too difficult. Lining up and firing off a psi-bolt of her own at her student she watched as it ALMOST hit but was parried off to the side by a bolt of slightly greater power. She didn't believe it was thought out or preplanned though so while nice she'd still have to teach him how to consciously block or parry a psi-bolt.

For the next hour straight they continued to run about the Danger Dome as she pushed her student to learn how to use her telepathy on the go rather than stay in one place. Eventually though they both got tired and sat down where they'd put some bottled water and sandwiches at the beginning of their training session.

"Okay we'll take an hour break and then go at it for another two hours." She said after swallowing the first bite of her sandwich, "After that the rest of the day is yours."

"Sounds good to me." Alexia said after taking a gulp of water to wash down her latest mouthful of sandwich.

It'd been about a week since they'd arrived at the Academy and already all of them had pretty much settled into their respective routines. Their belongings, the Cuckoos and what was left of hers after the boathouse had been destroyed, had arrived two days afterward and they finished unpacking by sunset. The Cuckoos mostly kept to themselves and they only crossed paths in the kitchen or the living room but even then barely a word was spoke that didn't absolutely need to be said. As much as the trio might not like Frost at the moment they weren't overly fond of her mother or an alternate timeline daughter of Jean and Scott Summers. She didn't have a clue why since she couldn't recall a single thing she or her mother had done to be worth the cold shoulder. Still she wasn't particularly interested in becoming friends with them so as long as they didn't provoke her in some way she'd stay polite towards them.

"Hey Rachel…you mind checking something for me?" Alexia asked sounding somewhat hesitant to speak of what was on her mind.

"Sure. What do you want to know?" she asked both curious and clueless about what she wanted checked.

"Ever since I arrived here I've been wondering just how closely the comic books from my reality matched what really happened here in this reality." Alexia said as she put down her bottle of water, "Are the comics I've read perfect records of what happened here or are they complete fiction? So I was wondering if you'd take a peek inside my head, look through a couple issues of 'Excalibur' and tell me how close they are to what happened here."

It was an interesting proposition.

She had to admit that ever since first meeting Alexia in the forest outside of Cooperstown she'd been curious about the comics and cartoons based on her world. She'd heard of many realities that were mirror images of her own but never had she visited a reality where she and all she knew were but fiction. Her curiosity was piqued and since she'd be looking with Alexia's consent it wouldn't be a breach of the rules her mother and Professor Xavier had taught her.

"Sure but I'll need you to lead the way." She said as she set aside her meal and drink, "I could look for the memories by myself but I'll get there quicker with help."

"No problem." Alexia said crossing her legs Indian style before wiggling around to face her.

Strictly speaking that wasn't necessary but it was how they'd always done anything telepathic in the lessons thus far so it was par for the course. With a thought she brought her telepathy forward and with another she stretched forth with her mind to make contact with Alexia's causing her perceptions to change causing her to 'see' the former guy's mindscape. Looking at the mental image now she could see that changes were beginning to occur and to be perfectly honest they were a bit freaky but thankfully they'd only be around probably for another few months. Where before she'd seen a typical teenage guy with dark hair, brown eyes wearing a horrendous Hawaiian shirt there was now a guy with red hair and green eyes. Based on what'd happened to transform Xander's physical body it was only a matter of time before his mental self became her mental self and matched how she looked in the physical world. Something similar happened to her when her team ran into those evolved dinos but switched around.

"Now I'm a little new to navigating my own mind like this but I'm pretty sure the comic book department is this way." Xander said and as the words left his mouth the mindscape changed to show a long hallway with doors lining either side every fifteen to twenty feet.

As they walked down the mental hallway she glanced every once in awhile at the doors they passed and the black lettered words painted on them. Department of Snacks and Sodas, Manly Fashion division, Middle Class Accounting and various others were passed by until they finally reached the one that said 'Comic Book Department'. Following Xander inside she found boxes and boxes filled to capacity with comic books and a mustached old man with glasses on going about like a librarian filing issues away while taking the odd note.

"Stan Lee?!" Xander said in surprise before turning to her, "Why do I have a Stan Lee walking around inside my head?"

"Everyone's mindscape is different and parts of their minds manifest in different ways." She replied while 'Stan Lee' continued to go about his business, "Usually it's all done subconsciously without any thought on the person's part but other times they burn such strong labels into certain people that it's reflected in their minds. In this case your subconscious associates comic books mostly with this Stan Lee guy."

"Huh. Ya learn something new everyday." Xander said before walking towards 'Stan', "Hey! Can you bring out all the 'Excalibur' comics? We'd like to go through'em."

"Sure thing True Believer!" Stan declared with a smile before going over to the right side of the room, "Just have to dust'em off a little. Been awhile since anyone's read some of them."

"Guess that means it's been awhile since I thought about'em." Xander said offhand as he waited with her, "Not sure whether it was the change in artist assigned to the title or the fact that you left the Excalibur line up that did it. 'Excalibur' just didn't seem as interesting the last few years."

 _Well…don't know exactly how to take that so I'll go with compliment me and move on._ She thought as she watched Stan bring over a fairly large rectangular box filled with comics all of which were in protective baggies for some reason.

Taking the first one out she sees on the cover the five original members of the team and immediately felt a little thrown at seeing herself as a comic book character. As she flipped through the pages and read the dialogue it took a bit of willpower not to lose focus and do what Xander had asked of her. She chuckled when she picked up the next issue and looked at the cover because it was decidedly less…serious…than the previous one and definitely more comedic. Hooked on the comics she began to read one after another since it not only gave her a peek into what the others were doing while she'd been someplace else but also because it was bizarre how close they matched her memories. Sure there were a few parts she was pretty sure the writers of the comic just put them in for laughs or angst or something but it was looking that upwards of eighty five percent or more of what was in the comic books was accurate. It was only after going through issue twenty-three that she decided that she'd seen enough to give Xander an answer.

"Well I've got to say I'm impressed with how accurately you remember all these issues." She said putting the twenty-third issue back in its baggie before putting it in its assigned box, "Only a few 'yadda-yadda's and just one blah in the text bubbles."

"What can I say? I had only two friends and there wasn't much to do in Sunnydale." Xander said with a shrug as he let his eyes wander about the room, "SO…how close to reality are the comics? One hundred percent accurate or pure fiction?"

"I'd say they're close to eighty-eight percent accurate. The writers and artists definitely took some liberties in certain spots but most of what happened in these issues is exactly how I remember it." She replied before she began to ease them back into the real world telepathically.

Checking her watch she found that only about an hour had passed since she'd entered Alexia's mind and that was pretty much what she'd expected. When it came to talking mind-to-mind time didn't have quite the same meaning since you could have a five hour battle royal telepathically but have only five minutes take place in the real world. Perception of time was mental after all and when a fight is being carried out at the speed of thought it's easy for a telepath to lose track of how long they've been at it.

"Cool. A little freaky but still cool." Alexia said as she got to her feet and stretched a bit.

"Is there a reason you wanted to know if everything matched up?" she asked curiously as she did the same as her student.

"Not really. I've read all the X-Team titles, Spider-Man titles and Avengers titles up until just after the Operation: Zero Tolerance story arc." Alexia replied as she finished her stretching, "I don't need to be a genius to look around and figure out that that happened a good few years ago so most of my info is out of date and completely unhelpful. I was just curious mostly."

For a moment she thought that there might be something Alexia wasn't telling her but with nothing but a vague notion to go on she lets it go. Knowing nothing past Operation: Zero Tolerance did limit what could be used and likely unless someone was looking for some secret fact from the past that MIGHT have been recorded in one of Alexia's comic books. Assuming that the number of issues her student had committed to memory matched the number of boxes in the room she'd visited within her mind there would be quite a bit of information.

 _Once the combat telepathy classes are out of the way I'll have to teach her a few tricks on how to hide vital info from nosy telepaths._ She thought as she finished her own stretching, _Just because she thinks she doesn't know anything valuable doesn't mean that that's actually the case._


	4. The Boots Made For Walkin'

Disclaimer: I do not own any of the copyrighted materials contained herein. They are the rightful property of their respective creators and/or associated companies. I make no money from this whatsoever and I have no intention of changing this in the future. I write because it's fun and because there are people who enjoy reading my stories. Therefore I would greatly appreciate it if no legal were taken against me. I can promise you that I do not have a lot of money and it wouldn't even cover half of your legal fees.

 _ **Massachusets Academy Communications Center**_

 _ **Alexia's POV**_

 _O-kay! Time to see if I can add some credibility to my idea before I start asking favors._ She thought as she turned on the high tech looking computer in front of her and double clicked on the web browser icon.

It'd been a little under a week since she'd gotten confirmation from Rachel that the comics of her reality pretty much accurately recorded what happened in this reality. Sure there was around fifteen percent deviation by Marvel Girl's estimation but that was still a lot higher than she'd originally thought she was going to get. While she was telling the truth when she'd told Rachel that most of the information inside her head was obsolete there was ONE thing she knew…well sort of knew…okay, okay it was just implied in the comics but serious Spidey fans suspected the truth.

One of the last major storylines that came out in the Spider-Man titles before that damned Halloween night was entitled 'Revelations'. In it Norman 'I am a psycho Green Goblin' Osborn made his big return and not only killed the clone Ben Reilly but several frames in the last two issues strongly implied that the asshole kidnapped Pete and MJs firstborn baby girl right out of the delivery room. The guy was a bastard but DAMN if he didn't have balls of Adamantium to pull off something like that right in the middle of an occupied hospital. Oh sure the sicko took some steps to make sure that it wasn't so obvious that a CORPSE could figure out what was going on but she'd been able to read between the lines. Have Alison Mongrain get a job at the Daily Grind and have her slip something into MJs food to induce early labor. Once done remove MJs usual doctor from the picture and slip in a substitute that on paper looks completely normal and trustworthy. She could only presume that something was done to make sure that the newborn baby didn't cry thus alerting MJ to the truth. Then the baby was likely put into the laundry cart Mongrain wheeled out of the building and into the parking lot where her car was waiting for her.

Finish it all off with a shadowy meeting by the docks with orders to make sure 'it's never seen again' pretty much sealed the deal in her mind as to what really happened.

However as much as she'd like to go running to the Avengers or the X-Men to let them know that there was a decent chance little baby May was still alive there was still that naggling ten percent plus chance her Spidey comics were mistaken. She needed proof, even circumstantial proof would be good enough, before she could try to get more people in on things and even then she'd be keeping the team small. With Osborn he probably had people in every major position in the world, in whatever organizations would give him influence or control, so any activity that would generate a ping with those people had to be avoided for as long as possible. That meant keeping the team small and preferably filled with people skilled enough to stay under the radar for a good long while before any outsiders realized something was up.

 _O-kay…first things first._ She thought as she began to type keywords into an online search engine, _Confirm that most of the events I remember took place. So search…keywords…Halloween…Green Goblin…Daily Bugle…explosion._

It took awhile and a little alteration of the search word parameters but eventually she managed to find an article from the Daily Globe detailing the bombing of a floor of the Daily Bugle by the Green Goblin as well as a battle between GG and Spider-Man. She knew she could've tried for an article from the Bugle but while the newspaper probably reported accurate info about most superheroes it'd been a consistent flaw that Jameson was irrationally biased against the web-slinger. If she wanted accurate OBJECTIVE information the Daily Globe, as the Bugle's chief rival, was the best place to look for it. According to the date attached to the article it happened three years and four months ago making her a little concerned for the welfare and current status of Baby May. Was she still alive? Had Osborn put her with some parental guardians to raise her since he didn't consider the job worth his time? While she wanted to return Baby May to Pete and MJ if the kid had been raised by a family already it'd be the whole 'taking her from the only family she knows' thing and she didn't want that.

 _Stop worrying about what MIGHT be the case and focus on the present!_ She thought harshly to herself as she began to look for more corroborating information like Ben Reilly's obituary.

She'd just confirmed the events as much as she could with the same level of access that most civilians possessed but if she was really going to lock this down she was going to need more…and unfortunately there was only one way to get it.

 _Celeste? Interested in me owing you and your sisters a favor?_ She telepathically thought reaching out to the most friendly Cuckoo in residence.

 _What do you want?_ Celeste asked telepathically thankfully without her sisters joining in.

 _I need you girls to do some cerebral spelunking inside some heads for some specific information._ She replied telepathically while working to keep her mental voice the same as her physical voice, _It'll be at two different locations and the memories will be three years and four months ago give or take a week. The first location would be the New York Hospital where you'll be looking for info on a Doctor Folsome who was handling a delivery Halloween night and a nurse who was helping him but left with a laundry cart right out of the building. The nurse isn't actually a nurse but a woman going by the name Alison Mongrain._

 _The other location would be the docks, more precisely the area of the docks where people would put their personal boats not the big cargo haulers or cruise ships. The boat I'm interested in would've left Halloween night or in the days immediately following Halloween with Alison Mongrain at the wheel. What I'm hoping you'll be able to find is where it was headed after it left NYC._ She thought conveying what he wanted from the telepathic blonde, _I don't know if boats have to file a course plan like planes have to file a flight plan but any info you or your sisters can find on the boat would be appreciated._

 _What exactly is this all for exactly?_ Celeste thought sounding interested but wary.

 _Cliff notes version is I found out that the comics of my world pretty accurately tell how things happened here up until Operation: Zero Tolerance._ She replied mentally summarizing the truth, _In one of the last issues I read a superhero's newborn baby got kidnapped right out of the delivery room. The parents think she died during childbirth but the issues I read suggest otherwise._

 _So you want us to help track the baby girl down._ Celeste thought back having already completed the train of thought.

 _Exactly. I've already confirmed some facts through the Daily Globe newspaper archives online but I need more if I'm gong to get anywhere._ She thought to the blonde telepath, _If I was a good enough telepath to use the Cerebro here I wouldn't have bothered you with this little 'quest' of mine but I'm not._

 _Why don't you ask Rachel for help?_ Celeste thought inquiringly with a bit of an edge to her mental tone.

 _Two reasons. One: this could be construed as a violation of Xavier's rules concerning the proper usage of telepathic abilities so she'd likely only do it as a last resort and I don't want to wait that long._ She thought in reply as she laid out her reasons, _Two: As far as I know she doesn't know the sneaky arts of digging around in someone's head without them knowing about it whereas I'm pretty sure Frosty probably taught you and your sisters enough to manage it._

 _So basically your impatient and we're sneaky?_ Celeste asked telepathically sounding almost amused.

 _Yep! So…will you and your sisters help me out?_ She thought in inquiry hoping she wouldn't have to go to Rachel after all.

 _Well I don't know about my sisters but sure I'll help you._ Celeste thought in reply in a tone that implied trouble, _But in return you'll not only agree to be my pack mule the next time we're at a mall but you'll let me choose your wardrobe._

 _What?! I understand being the person to carry around all the bags like your personal butler or something but why would you want to use your favor to by me clothes?_ She thought with some surprise at the terms laid out.

 _Simple. Miss Frost gave us credit cards linked to her personal account in an attempt to bribe us into liking her again so running up as big a bill as possible but STILL hating her will be fun._ Celeste thought in reply mirth mixed with every word, _Also I think it'd be fun having you as my own personal Barbie doll for the afternoon._

 _Gee! I feel so lucky!_ She thought as she rolled her mental eyes, _Alright you have a deal._

 _Good. If only I'm on the job you should have your information in one to two weeks._ Celeste thought sounding quite happy with the bargain, _If my sisters decide to help then divide that time by three._

 _Good enough for me. I'll be waiting._ She thought before breaking off telepathic communication.

Now some people might wonder why she wasn't more concerned about being Celeste's own personal 'Barbie doll' but the answer was actually fairly simple. While the girl and her sisters might at present possess more skill than her in matters of telepathy she was fairly certain that in terms of raw power she could wipe the floor with them. Since there was no way the triplets would be able to prevent her rise in skill as a telepath it was only a matter of time until she became better than them. So if Celeste and her sisters took their visit to the local mall too far…well…there'd be payback down the road equal to any humiliating outfit they tried to stick her in.

She already had a few ideas for payback: telepathically making it so they spoke like hillbillies for a week, making it so that wearing anything with more cloth than a bikini made them unbearably hot and the idea at the top of the list being having them perform every Three Stooges skit in front of an audience.

The Cuckoos likely knew this so she wasn't too worried about what they'd have her try on.

 _ **Danger Dome**_

 _ **Rachel Summers' POV**_

 _Rachel. I think you and Alexia should come down to the living room now._ Celeste thought telepathically to her while she chased after her student, _There's something on the TV you both need to see._

She almost asked what precisely was so troubling but the telepathic connection broke off before she could do so and that gave her the impression she'd have to do as asked to get an answer.

"Alexia! Celeste wants us down in the living room!" she yelled in order to be heard by the young woman who was a fair distance ahead of her, "We'll pick up where we left off after we see what has her spooked."

"'kay!" Alexia yelled before jogging back towards her while she began to walk to the Danger Dome's exit.

It didn't take them long to exit the training area, they didn't bother changing out of their workout clothes, and a few minutes later they were walking into the living room where the Cuckoos all sat with their eyes fixed on the television. It showed a woman in a lab coat, looked Indian in ethnicity, and glasses with a rather severe look on her face. The lady was apparently waiting for her audience to calm down before she spoke but it didn't take long.

"Mutants are not the next step in evolution. They are not the end of humankind." The woman said sounding completely certain of her words, "The mutant gene is nothing more than a disease. A corruption of healthy cellular activity and now at last we have found a cure."

"What?!" she exclaimed not believing what she was hearing.

In her timeline and this one there'd never really been a 'cure' for being a mutant either because no one could figure out how to make one or because they simply chose to jump right to extermination. Indeed without knowing how the x-gene even came into being, what factors gave rise to its initial creation, one would think a cure impossible to formulate. A part of her just wanted to dismiss this woman as nothing but another mutant hater or arrogant scientist but if Celeste was taking this seriously she would too.

"You need only look at how a mutant's ability first manifests to see how it can be called a disease. But don't take my word for it." The woman said before aiming a remote at a large flat screen television, "See for yourself."

A moment later an image appeared on the screen showing someone riding in the back of a police squad car. An officer in the front passenger seat explains how he doesn't expect this to be anything serious and that it'll be easy to resolve relatively peacefully. However when they get out of their car in front of a normal looking home a bright red light and a blood curdling scream immediately cause them to draw their side arms and enter the house. The person with the camera follows them, the image bouncing with each footstep, until it catches up with them just inside the doorframe of a bedroom catching the officer's looks of fear and disbelief. A moment later the operator of the camera entered the room to a horrific sight: a girl surrounded by a monstrous energy construct whose arms had impaled one person, killed another and quickly moved to attack the officers. The image then froze, the glasses wearing lady having pressed the pause button on the remote, showing a horrible sight obviously intended for shock value.

"A child's mutant power usually manifests at puberty. This was not the case for Tildie Soames." The woman said before an assistant escorted the little orange haired girl out onto the stage, "Her ability to manifest her own nightmares cost the lives of her parents as well as officer Hoyt. She understands that this was not her fault. This brave child offered to work with us, under the supervision of her guardians and government health agencies, to test Benetech Lab's new vaccine. In the coming months, she will make herself available to genetic teams from every nation to prove what we now conclusively know. The mutant strain can be eliminated. Safely and irreversibly. There is such a thing as a second chance."

With that the reporters in the audience erupted into a frenzy of question asking and lightbulb flashing but she didn't watch it for very long.

Mostly because Celeste shut the TV off but she doubted anyone in the room objected to that action.

"So…who thinks this is gonna get messy?" Alexia asked sounding about uneasy as she felt.

"That's an understatement." Phoebe replied obviously angered by what she'd heard, "Obviously the Glasses bitch has to die and Benetech burned to the ground."

"There'll be no killing." She said firmly as she glared at the little Frost wannabe, "The X-men won't and they'll make sure no one else does either."

"Even if this 'cure' turns out to be real?" Phoebe asked with the word 'cure' coming out as foul tasting, "The second the government labs are convinced that that POISON Benetech Labs has made works as advertised they'll mass produce it, weaponize it and then make sure every mutant gets it whether they want it or not."

"If anyone tries to force mutants to take the cure the X-Men will stop them. If not them then the Avengers or the Fantastic Four." She said refusing to believe that things would go as poorly as Phoebe thought, "The public might hate mutants but every super team that's actually worked with the X-Men or any other mutant team knows we're not monsters or freaks. We're people just like them."

"You honestly think the American government, ANY government, will give a fuck that their 'heroes' don't agree with their plans to wipe out the mutant species? IDIOT!" Phoebe yelled getting to her feet and walking until the two of them were nose to nose, "They'll either bow to the wishes of the majority or be branded traitors and taken down along with mutantkind! The only chance our kind has is to strike now, wipe out all traces of this cure and discourage anyone else from resurrecting it!"

"Frost's passed on her pessimism I see." She growled not liking the little blonde's tone.

"I prefer to call it realism. Baseline humans fear and hate us. They'll ALWAYS fear and hate us because we have power and they don't." Phoebe said her tone going cool, "No one likes living in fear so they always try to do something to get rid of it and most of the time permanently is preferable. What's more permanent than taking a cure that can turn us from super humans to just plain humans? Nothing that's what!"

"Still sounds like pessimism to me. I've been around a lot longer than you have you little brat so I know that not all humans are like that." She said poking Phoebe in the chest as she made her point, "I have friends who're human, every X-Man has a friend who's human and doesn't look at us like we're monsters, so carpet blaming an entire 'people' because some can't see the truth is ridiculous."

"And are those 'friends' going to risk their lives to protect us when we're surrounded by the ordinance of every country on the planet?" Phoebe asked with utter contempt, "I don't think so little Phoenix."

An insult to her friends and to her in two short sentences.

Deciding that it was time to remodel the Academy a little she prepared to use her telekinesis to teach the student of Emma Frost some manners but stopped when Alexia got in between them.

Looking like her mother it made the teenager an effective obstruction.

"Let's keep the mental fists in our pockets ladies." Alexia said looking back and forth between her and Phoebe, "You've both made your points but let's keep in mind we're not the ones that're going to be handling this. The X-Men or one of the other X-teams will. Let's have a little faith in them to do the right thing."

"What do you think Alexia?" Mindee asked from her chair with genuine curiosity, "What's your opinion on this cure?"

Silence reigned for a few minutes but then her student came up with an answer.

"I don't want to see this cure forced on anyone. Everyone has the right to choose what direction their life is going to take and the choice should never be taken away from them without a damn good reason." Alexia replied making Phoebe look triumphant at the support, "Still…some mutants didn't hit the genetic jackpot when it came time for their x-gene to switch on. Some of them got physically changed in ways that'll keep them from ever having a decent life and others are so different that every moment they're alive is torture. If those people want the cure I have no problem letting them have it."

"WHAT!?" Phoebe exclaimed in shock and a bit of betrayal.

"Think about it Phoebe. Think about the Morlocks who got shafted by Fate when their x-gene kicked in." Alexia said staying calm the entire time, "Some got changed so much physically that they'd cause a stampede the second they got topside but didn't get powers effective enough or strong enough to defend themselves with. It's easy to be indignant about a cure when you look perfectly human and have the power to switch off someone's mind with a thought. It's something else entirely when a cure will give you the kind of life you've always wanted but could never have because of how you looked or because your power made it harmful for others to be around you."

This seemed to deflate some of Phoebe's anger somewhat but it was clear that the Cuckoo still thought eliminating the cure was the best course of action.

Even if it was just because Alexia hadn't lived in this reality long enough to really experience the discrimination that mutants everywhere faced she was impressed with her student's position. It was fair and measured but at the same time leaned more towards the positive side of things then the negative. In any case she was fairly certain what'd probably happen in the next few days. Hank would probably be asked to judge the viability of the cure and if enough cause came up Cyclops would probably lead a team to Benetech Labs to see if there was anything suspicious going on. Naturally Frost would probably tag along to keep working her 'puppet' and show her teammates her superiority so someone would need to keep an eye on the school and be waiting in Cerebra in case something happened. While they did have other telepaths at the Institute she knew it'd either be her or the Cuckoos who'd be selected to man Cerebra and that meant driving back to the Institute for a visit of unknown length.

Either possibility was fine with her since it'd mean she'd get away from Phoebe and she was beginning to think that that'd always be a good thing.

 _ **Xavier Institute**_

 _ **Xander's POV**_

"You didn't have to come back here with me you know." Rachel said as they entered the Institute's front door, "Besides wasn't the whole point of moving you to the Academy to keep you hidden?"

"Rachel remember what's going on right now." She said as they proceeded to the headmaster's office, "Benetech's announced to the world that they have a cure for mutants. Every agency that cares one little bit about mutants is going to be focusing their eyes on the location of the cure. I'm betting they've put only a fifth of the spy eyes on the Institute right now. Besides it's only for a night or two right? What could possibly happen in that short amount of time?"

"You do know you taunted Fate right there don't you?" Rachel asked after a brief wince.

"Sure and if we were back on my world atop the Hellmouth I'd be kicking myself right now for saying something like that but since we're not I'm fine with it." She replied as they ascended the stairs and turned in the direction of the office, "Besides as long as any government peeping toms don't track us back to the Academy it's still a good hiding spot."

When the two of them got to the office both Cyclops and Frosty were geared up to head out but when they laid eyes on her she could tell they weren't happy that she'd left her little hidey hole. Normally she'd feel a little sorry that she was risking the plan but Frosty's oh so superior look and lack of humility rubbed her the wrong way so instead she just smiled.

"I don't believe we told you to bring your student Miss Summers." Frosty said in a tone as chilly as her name, "Care to explain why you've let a perfectly good plan go to waste?"

"She wanted to come along and since I figured I'd only be here for twenty-four hours at most I didn't see the harm." Rachel replied completely ignoring Frosty's chilly expression, "Now don't you have a lab to infiltrate?"

It was pure GOLD seeing Frosty fume like that but fortunately Cyclops still had enough of a backbone not to let things devolve into a sniping match.

"We should only be gone five hours or so." Scott said as he moved to leave the room, "Stick close to Cerebra. If we find anything we'll let you know and if we need back up we'll call."

"The remaining faculty will be in charge of minding the students but they'll likely all be in bed by the time we get back." Frosty said following her bed warmer to the door, "I suggest that once we return you immediately drive back to the Academy. With luck any 'spectators' the Institute might have will never know Alexia was here."

She was SO tempted to say something snarky but decided against it when Rachel gave her head a slight shake in the negative. Upon further thought she reluctantly conceded that it was probably not a smart move to antagonize Frosty no matter how much the snowy bitch deserved it.

Once the team was gone Rachel went down to Cerebra to keep a telepathic ear out for the field and she decided to do a walkabout of the Institute to see how people were taking news of 'the cure'. She was glad that she had 'telepathic shielding one oh one' pretty much licked because even if it wouldn't hold up against another telepath determined to get in it thankfully was enough to keep the pressure of a great many emotionally primed people out of her head. She could still feel the pressure of their thoughts but as long as she didn't have to keep them all out for longer than a day or so she'd deal with it.

As she'd expected the only topic of conversation was 'the cure' and even seeing her again didn't register even a little bit on their conversation radar. She was old news. Still it was a decided difference from the Academy but she wouldn't say it was better because at least back at her hiding place she could have some privacy and space. The Institute was pretty much packed with students and faculty with the fact that it was nearing bedtime for some of the younger students being the only reason the halls weren't so crowded. Normally when left with nothing to do she'd plunk herself in front of the nearest TV but all the living rooms or places with TVs that she'd seen so far were occupied. That wouldn't have been so bad if what the students were watching was a little more varied than news reports on 'the cure' or some show she could instantly tell she wouldn't like. There were certain genres, certain themes, that she just could not tolerate long enough to make it through an entire episode without feeling the urge to get up and leave.

Thus she contented herself with roaming the hallways, looking at whatever caught her fancy, while thinking about the future.

The future…much like Willow always told her when she was a guy she didn't really think beyond the next week or next month at the absolute most. Partially because that was part and parcel of being a teenager but it was also due to the fact that she never much liked where she suspected she'd wind up in the future. Minimum wage. Dirt bag apartment. No girlfriend to speak of and not much chance of getting one in the future. As a result she chose to live in the moment and enjoy what few joys came her way as best she could.

Now though…things had changed.

She'd literally been given a blank slate on her future to make of it what she would albeit with a few responsibilities tacked on. She had powers that by most accounts were on par with Jean Grey and she had a proto-Phoenix Force inside her that likely made her one of the most powerful people on Earth. Like Spidey often repeated to the point of some people being sick of it 'with great power comes great responsibility' and that meant in exchange for this new opportunity she had to make sure she didn't let the power she now had go to her head. Lives depended on her being able to keep her head and her honor as best she could and should she start slipping make sure there'd be people ready to stake her if she fell. While she didn't FEEL like she was slipping into the evil madness that usually befell people clad in the costume of the Dark Phoenix that didn't mean that she wouldn't at some point in the future. After all she hadn't yet truly tapped into the cosmic power the Phoenix Force was comprised of or performed any of the feats he'd seen previous hosts perform in the comics.

The corruptive force of power often required that its victim get a taste for it first.

It was as she made a ninety degree left turn though that she saw something that made her feel like she used to just before a vamp would come out of the darkness back in Sunnydale. There was a man…at least she thought it was a man…standing a fair ways down the hall near another hallway about halfway to the other side of the mansion. Clad in metal and crimson cloth with a small hood covering his head the man seemed to be speaking with two of the younger members of the student body. She'd apparently caught them between sentences but past experience kept her from saying anything that'd get the man's attention any sooner than necessary.

Giles always stressed that it was important to know what you were fighting before you tried to cave its skull in.

"And you're SURE they're not here?" the man asked sounding mildly exasperated.

"I saw the X-Jet take off like, an hour ago." The boy student replied sounding wary but honest.

"And you don't know where they went." The man asked slowly letting go of his annoyance.

"A mission or something…I mean, they don't tell us stuff like that." The boy student said not sounding like he was fibbing.

"This is very frustrating." The man said regaining some measure of composure.

"Did you want to leave them a message, or…oh god, that's so stupid." The girl student said sounding like she liked to be someplace else at the moment.

"We're not X-Men. We're just kids and…um you could come back." The boy student said sounding like he was cluing in that danger might be creeping up on him.

"You two are mutants." The man said more as a statement of fact rather than a question.

"But we're not, like, cool ones or anything." The boy student said sounding like he was trying to make himself less appealing as a target.

"Wing…" the girl student said trying to get her friend's attention.

"You've helped me. You have my thanks for that." The man said in a tone she recognized from many a demon back in Sunnyhell, "I will leave the X-Men a message."

 _Not good! He's going to attack them!_ She thought as she tapped into her telekinesis, _Gotta end this quick!_

She knew that the X-Men would've probably insisted that she just try to restrain the guy and put him in whatever constituted a brig for the Institute. However she'd been raised to think a bit differently when it came to confronting foes. Back on the Hellmouth in her old body she'd faced things at least three times faster, stronger and deadlier than a human making it stupid to try to take them alive. Back in Sunnydale you put the demons down hard or you wouldn't get a chance to do it later after capturing one of them blew up in your faces. So it was with only a second's hesitation that she fired off a blast of TK energy at the man that she felt equaled roughly fifty percent of her maximum.

It put the guy through the wall and out of the mansion leaving an impressive hole for all to see.

She didn't expect that it'd be as easy as that to put the guy down. Anyone with guts enough to waltz into X-Men central and potentially kill one of their youngest students was either crazy or a badass both of which were dangerous even when injured.

"One of you get the teachers out of their beds." She said as she ran by the students towards the whole, "The other get down to Cerebra and tell Rachel we've got an intruder and I am engaging that intruder."

As she heard the pitter-patter of newbie teenage feet she felt relief that neither of the students had questioned her orders any. Bringing up a TK field around her body she leapt through the hold the intruder's body had made to find the man hurt but still with enough fight left in him to be a problem if he chose to be one. Deciding to try and KO the guy a different way she fired off what she hoped was a psi-bolt strong enough to knock the intruder out long enough to get him into restraints or the brig.

A wince of pain but nothing else showed that the attack had any effect.

 _Damn. Must have some kind of psi tech protecting his mind._ She thought as she touched the ground, _Guess we're going to have to do things the old fashioned way._

As the man turned to face her she could see that he wasn't human in appearance but that could mean anything from demon to a mutant with a physical mutation to an alien. All she knew for certain was that he'd intended to do something decidedly not nice to two innocent kids for no other reason than they were mutants. That pissed her off. It was one thing to target X-Men or mutants that'd had time to fully master their powers but to go after the young…unforgivable.

"To tell you the truth I'm a bit divided on what to do with you." She said trying to sound confident and dead serious, "Half of me is willing to let you go so long as you don't come back here EVER again. The other half wants to pound you into unconsciousness, maybe take off a limb or two, so you'll have ample incentive to NEVER show your face here again. Which way this goes is up to you at this point."

"You think to scare me girl?" the alien/mutant asked with contempt, "One surprise attack, potent I'll admit, and you think me beaten?"

"That was a warning shot. The next one won't be." She replied glaring at him with what she hoped was an 'I WILL kick your ass' expression on her face.

"You shouldn't have wasted it!" the alien/mutant yelled as it charged with spiked knuckles on the left and a weird jagged edge chakram in the other.

She'd half expected this so she wasn't taken by surprise like her opponent likely expected her to be and therefore she was able to fire off another TK blast but unlike telepathy TK energy was visible to the naked eyes. Made sense when you thought about it: telepathy just has to mess with the head whereas telekinesis has to be able to physically affect solid matter. It's only natural that a different type of energy or a stronger concentration of it would make it visible to normal human eyes. Annoyingly this also made it possible to dodge and evade her attack and that is what the intruder skillfully did while still advancing. However unlike most telekinetics she had an inventive mind and with a little more power than she'd used so far she grabbed ahold of the dirt all around the intruder as well as below and HEAVED.

As though it were water the dirt shot up from the ground like a geyser, impacting and surrounding the intruder, until she let it go and fired a sixty-five percent TK blast at him. As she'd predicted her opponent couldn't evade in the air since there was nothing to push off of and it didn't look like the guy had a jetpack.

And then he was gone.

On instinct alone she dove forward into a roll, just like Rachel had shown her in the Danger Dome, but it barely proved to be enough to keep her alive.

It wasn't enough to keep her from getting tagged.

PAIN.

It raced back and forth along the cut the alien/mutant had made across her back but seeing as how she could still feel her legs there didn't appear to be any serious damage. Landing on the ground caused the pain to flare again as the impact echoed through her musculature to the muscles that'd been cut by the attack. She didn't cry out though, she wouldn't show weakness, because she'd felt worse at Tony Harris' hands and she'd survived.

"You're resourceful mutant I'll give you that." The alien/mutant said angrily, "I hadn't anticipated that you'd attack me indirectly. Fortunately I have just the thing to remove your fangs and your claws."

The cure.

Somehow this guy was connected to the cure and planned to stick her with it.

If he did that she'd lose her telepathy, her telekinesis and likely the proto-Phoenix Force inside of her since she'd no longer have the mental power for it to use.

Warmth blossomed within her body in response to this thought but it didn't stay 'warm' for long and soon it became downright hot but with it came power as well as the receding of pain. The power flared as she felt herself rise up off the ground but not through the use of her legs. Despite what her teachers said back at Sunnydale High School she was smart enough to figure out what was going on.

The proto-Phoenix inside of her might not be developed enough yet to speak to her but it could still comprehend what was going on around it. Thus just like a wolf sensing a threat to one of its own it moved to defend its kin both by using its power to heal wounds as well as bare its teeth at the perpetrator of the wound. With the sight of flickering fire at the edges of her field of vision and light that was coming from her she looked at the intruder with peaceful resolution no longer on the table.

"Sorry but I'm a little attached to them at the moment." She said aware that her voice had a cosmic quality to it at the moment, "Still howsabout I take care of yours and you can tell me how it feels. If it looks like enough fun maybe I'll give it ago later."

With that she struck determined to eliminate this man's threat to her and to the Institute residents.

Permanently.

 _ **Rachel Summers' POV**_

 _YOU IDIOT!_ She thought as she scrambled out of the elevator that'd brought her up from the sub-levels, _YOU'RE RUINING EVERYTHING!_

Switching to telekinesis since it'd get her to where she needed to go faster than her feet ever could she took to the air and easily homed in on where she needed to go.

It was kinda hard when she could feel the power of the Phoenix as easily as she could see the sun.

She passed Gambit and the other teachers who were heading towards the sound destruction and fighting but none of them could fly as fast as her indoors. She supposed if Northstar were around at the moment he'd have gotten to the fight first but he was off visiting his friends up north in Alpha Flight. As it was she made it through the hole Hisako had told her to look for and what she beheld was a sight she'd hoped not to see when it came to Alexia. On the ground was the man that'd held a group of people hostage and lured Scott's team away from the mansion at the precise time Benetech Labs was announcing 'the cure'.

The man had seen better days.

Both of his arms were gone and judging from the smoke that was rising from the shoulder stumps as well as the grass that was aflame it was clear they'd been burned off. The same had been done to his legs leaving him completely helpless before the person who'd effectively crippled him and from the look on his face Ord knew it too.

Who was responsible?

None other than Alexia now clad in the same Dark Phoenix outfit she'd first arrived in with cosmic fire flickering around her body but not having formed the fire raptor just yet.

"ALEXIA! Stop!" she yelled before touching down between her student and Ord, "You've gone too far!"

For a moment, seeing the flames dancing about even from the edges of the eyelids, she worried that it was already too late and she'd have to get serious in order to take Alexia down. That proved to be unnecessary for with a deep breath and a few seconds with the eyes shut the flames of the Phoenix vanished and as a surprise the uniform of the Dark Phoenix transformed back into Alexia's clothes. The former was surprising since she'd really been expecting a fight but the latter was surprising because she hadn't gotten anywhere close to the telekinetic lessons on transforming clothing. When her student's eyes opened up they were completely normal looking without anything visible for her to be worried about.

That still left the invisible though.

"Nope. I think I've gone just far enough to get my point across." Alexia said sounding perfectly normal and hopefully she was precisely that at the moment, "Remember this buddy: I gave you the option to walk away and you threw it back in my face. You attacked me and if it hadn't been for my flamey friend I'd be in the infirmary for quite a few reasons. Try this again and you'll lose more than your limbs."

While learning a bit more of the situation calmed her down a little she was still worried about what Alexia had done to Ord since as far as X-Man procedure went it was definitely overkill. Sure with Wolverine he'd get a little claw happy but he'd never go so far as to dismember someone like this unless he'd gone more than a little feral. Before she could say more than a cascade of flashing lights popped up all around them and once she got her eyes back she did NOT like what she saw. Guns. Lots of guns and all of them pointed at either her or Alexia. As for who was doing the pointing it looked like a mix of .E.L.D agents and some other outfit with similar fashion sense but instead of blue they'd gone with green.

"Shit! Look what they did to Ord!" one of the agent's in green cursed looking down at the helpless warrior.

"Freeze X-Men!" one of the S.H.I.E.L.D agents said looking like she was the one leading the group.

"Technically she's the X-Man and I'm just a student." Alexia said pointing out a flaw in the statement with a smirk on her face.

"Alexia? NOT HELPING." She growled at her student in response to the increasingly cross look on the lead agent's face, "Since there seems to be a need for introductions you mind telling me who you all are and what you're doing here?"

"I'm Agent Maria Hill of S.H.I.E.L.D. Who the agents in green are is classified and you don't need to know." Agent Hill replied holstering her side arm before taking a few steps forward, "What you do need to know is that while your intruder shouldn't have been here that still doesn't justify what was done to him. I'm afraid your Phoenix friend is going to have to come with us."

"Not happening. The guy is a criminal in more ways than one, threatened two kids just into their teen years and was looking to do me some serious harm." Alexia said clearly against going anywhere with the law enforcement agents, "If it weren't for an edge of mine I'd be needing medical help right now. As for how I responded…I'm sure you've got some advanced cybernetic tech that can patch him up or perhaps he knows of a good prosthetic producer. Either way you're not taking me anywhere I don't want to go."

"I insist." Hill said and in response every agent with a gun chambered a round or activated the laser sight on their weapon causing a dot to show up on Alexia's torso, "Conscious or unconscious the choice is up to you."

"I be thinkin' dat the l'il lady will want option trois." Came a Cajun voice from the hole in the mansion wall, "You all take charred wonder and leave while jeune Alexia come back inside. Sweet deal, hein?"

Looking up she saw Gambit standing there in his boxers and nothing else with three cards in his right hand glowing pink while a box of forty-nine other cards rested comfortably in his left hand. Clearly he'd grabbed only the essentials but was still ready to mix it up with the S.H.I.E.L.D agents in defense of an Institute resident.

"No deal Mister LeBeau." Agent Hill snapped clearly insulted at the idea of backing down from three mutants, "Never mind the fact that she permanently crippled a VIP but she's also a host to potential planetary level threat life form. I cannot just let her walk."

"I'm afraid we must insist." Gambit said and with that the numbers began to change in their favor.

Dani walked into view on the roof with a neural arrow ready to fire.

Sliding along on an ice sled was Bobby already transformed into his ice form coming to a stop behind the S.H.I.E.L.D agents.

Rahne loped into view transformed halfway between her human form and wolf form.

Paige emerged as well having husked her skin to transform into a body of solid steel.

"Now assumin' you S.H.I.E.L.D people bother to do your homework before you go about raidin' a place I think you realize dat we have the advantage." Gambit said sounding as cocky as he ever did, "Not only is dis our home but we have years of experience dealin' with soldiers with guns so even assumin' you got psi-scramblers to keep you safe from Rachel dis can only end one way."

Seconds passed as Agent Hill debated her options and was probably trying to find justifiable grounds for pushing her luck even further. Eventually though the woman made a choice and with a displeased sigh flicked the safety of her weapon on and holstered it.

"All agents stand down." She ordered with a voice that only reinforced the position of her sigh, "You win today Cajun. We'll take our VIP and leave. Don't think we'll be forgetting this or that there won't be any repercussions."

"It never crossed my mind Agent Hill." Gambit said as he tossed his charged cards up to explode harmlessly in the air a few feet above him.

A minute later and another series of flashes and the S.H.I.E.L.D team, the unknown operatives and Ord were gone. Still the fact that the armed soldiers had utilized a teleporter, a rare and expensive piece of hardware, implied much about the value of Ord. Usually the super spies got around on physical transports but it made sense that they'd have a teleportation device available for situations when time was a crucial factor. Seeing as how she'd never witnessed it before though and didn't know anyone who had it was definitely not something S.H.I.E.L.D wanted to spread word around about.

 _I'll have to let Dad know about them when he gets back._ She thought before turning towards her student, _For now though I have some disciplining to do._

"Five objects, five hundred pounds each, for fifty minutes when we get back to the Academy." She said looking right at Alexia.

"What!? What for?!" Alexia asked responding with the right amount of shock and dread.

"You attacked an intruder instead of notifying the faculty. You recklessly endangered the lives of two students engaging an enemy whose abilities you knew nothing about." She replied in a tone her Dad had used when he was seriously disappointed in someone, "AND you used excessive force on an enemy when rendering him unconscious or immobile would've been enough. Consider yourself lucky that you've got such an understanding teacher because if Cyclops of Frost were here you'd be spending the next week in the sub-level brig."

While Alexia didn't look happy about the penalty she'd stipulated she knew the host of the Proto-Phoenix would choose it over seven days in jail.

She would just have to make sure that the two of them were on the road and away before either leader of the Institute found out the details of what'd happened.

No problem.

 _ **Massachusets Academy**_

 _ **Alexia's POV**_

RING!

RING!

"It's the Institute again!" she said after checking the caller I.D on the phone.

"Ignore it then." Rachel said from her chair in the ground floor living room, "It's either Dad or Frost probably looking to chew you out for what happened with Ord."

"It's probably Cyclops then." She said as she let the phone ring until it went to the voice message system, "If Frosty wanted to read us the riot act she'd do it telepathically using Cerebra."

"Maybe. Still you'd think they'd have given up after a week went by." Rachel said looking away from the TV.

"Maybe they're not calling to chew us out." She proposed as a possibility, "Maybe something's happened and they want to get in touch with us."

"If it was serious they would've contacted us telepathically using Cerebra or hopped in an X-Jet to tell us in person." Rachel said dismissively turning back to the movie they were watching, "It's definitely just to read us the riot act."

Point.

Even over a week after the night when the alien Ord infiltrated the Institute she didn't feel the least bit sorry for what she'd done to him. He had trespassed on private property, threatened children and then tested the sharpness of his weapon on her back! To her that more than earned him the loss of his limbs and she wasn't kidding when she'd said she had confidence that cybernetic attachments would make him good as new. Ord was an alien after all so there had to be dozens of places where someone like him could get some robo-arms and robo-legs to place what she'd burned off with the power of the Phoenix.

If not…well she still wasn't sorry about what she'd done.

After Rachel's little punishment though she'd definitely do a better job of hiding her role in any future limb removal or find someplace else to be. Still after four days straight of the punishment she was fairly certain she'd reached a new weight limit for her telekinesis as well as increased her mental stamina. Both would be necessary things regardless of whether or not she planned on joining the superhero set in the future but the last while Rachel had been putting her through her paces telepathically. The last lesson had focused on learning how to telepathically cloak herself from detection by others and according to Rachel with practice she could 'cloak' others along with herself. However as she found out herself during training it was possible for other telepaths to see through the cloak if they had superior skill or power. In a way it'd been like hide and go seek except she didn't use solid objects to conceal herself but the power of her own mind. She still hadn't managed to last an entire session without Rachel managing to find her but the length of time she did stay hidden was increasing.

That both pleased her and concerned her at the same time.

She might not be an expert but the rate at which she was learning to wield her telepathy and telekinesis had to abnormal. If she judged purely by an X-Man's age as they were drawn then it took easily most of their teen years and the early part of their twenties to be good enough to hold their own in the field to fight the good fight. She'd even asked Rachel how long it'd taken her to get good at telepathically cloaking herself and she'd said a little over a year. She hadn't yet voiced her concerns to the daughter of an alternate Jean and Scott Summers but she wouldn't be at all surprised if the older woman suspected the truth already. The only possibility she could come up with was that the bloody Halloween spell had somehow left her with Jean's knowledge of her powers on a subconscious or muscle memory level and that this was responsible for her accelerated learning. So in a way it was more like she'd gotten a selective case of amnesia and the training was helping to reclaim those lost memories of how to use her powers.

As for her ability to wield the Phoenix she suspected that it had more to do with that then her.

Ever since it'd healed the wound Ord had dealt to her back and come to her defense she'd been testing it, for want of a better word, with various stimuli in order to measure its responses. She wasn't a scientist and her reasoning skills weren't the best but the reactions from the warmth within her bore a great resemblance to a wild animal that'd taken a liking to one not of its kind. She supposed that given the closeness of their connection it was only natural that it'd feel that way towards her but she wasn't going to presume anything. A wild animal was still a wild animal and until it 'evolved' into true sentience that could speak to her and understand why it had to reign in its instincts she had to be watchful of it. There would be times when she'd be in a situation where the Phoenix would want to lash out but she'd know that that would be the worst thing to do and so she'd have to restrain it.

Whether or not she'd be up to the task…hopefully Rachel would finish the necessary training with her before she was put to the test.

 _If you're finished worrying about the Phoenix slipping the leash I have the information you wanted._ Celeste thought into her head telepathically from somewhere in the mansion, _It's not as much as I'd hoped to get even with my sisters helping out but it should help you decide what to do next._

 _Thanks. Now if you could 'download' the info into-_ , she thought telepathically before being hit with a data payload that froze up her mind.

All at once she was hit with the knowledge the Cuckoos had managed to dig up for her and thankfully they'd been kind enough to prearrange things so he could view their findings in chronological order rather than randomly. First from the hospital on the night in question she viewed memories of a nurse who was on duty at the time and near the delivery room in question for the entire evening. She saw as MJ was wheeled into the hospital with her Aunt Anna close behind and then she saw for the first time Doctor Folsome as he truly was rather than the comic book art she'd been working with. The memory quickly switched to later in the evening where she saw a nurse in scrubs wheeling a laundry cart out of the delivery room and down the hallway. It wasn't as clear a look at Alison Mongrain as she'd have preferred but she'd take what she could get for the time being. From there she saw the mind of a harbor master for NYC she saw that only one personal boat left the harbor during the target time she'd specified, the Jade Gargoyle, and based on the records it was headed for Europe. The man hadn't seen Mongrain's face or appearance or anything really that confirmed a connection to the woman and Osborn but it still meshed with the events of the comic book.

When the clip reel of memories finished she had to shake her head both mentally and physically to reorient herself but didn't let the little annoyance she felt at the no warning download get out of the starting gate. She should have been more prepared for the info and perhaps even expected the Cuckoo to download it without waiting for her to finish a sentence. After all they're not friends but they're not strangers either. Would she like for them to be her friends? Difficult to say since she hasn't really had a chance to get to know them either as a group or one-on-one so she didn't know if they were the kind of girls she'd like to be friends with or teens she'd wind up despising. At the moment though, since they'd done as she'd requested, she was leaning towards giving them a chance since they didn't have to do anything and Celeste's price for helping didn't appear to be the work of a bitch at her worst.

Then again she was living proof that looks could be deceiving.

 _Aaahhhh! Too much thinking!_ She thought as she got to her feet and moved towards the kitchen for a bite to eat, _Making friends with the triplets either will happen or it won't. I need to think about what I'm going to do now._

As she made her way to the kitchen she thought about what she now knew. Thanks to Celeste and her sisters she now had concrete proof that what happened in the Spider-Man comics during the four parter entitled 'Revelations' did in fact happen in this reality. She also has information that properly utilized could pave the way for little May to be returned to her folks but the problem was she hadn't the foggiest how to do the utilizing. She wasn't a detective and she wasn't anywhere near familiar enough with the reality she was in to make even a half assed attempt at it. In short she needed to find someone, perhaps many someones, with the skills and the connections to take this to the next leg of the race.

The only question is: who should she choose and would they be willing to help?

They'd have to be people outside of the standard spotlight, people who wouldn't be noticed if they took a break from their usual activities, but still competent enough for the job she'd have them do. They'd also need to be able to be veritable ghosts as far as Osborn was concerned, unseen and unnoticed, until the moment they had little May Parker in their arms. That meant no one who had a knack for taking the direct approach whether they wanted to or not and definitely people who had experience getting into off limits places with no one the wiser about them being there.

 _HEY! He'd be a good first pick and he's not one of the headliners of the team he's on._ She thought as a possibility came to mind, _If he decides to leave for a few weeks no one'll notice until it's too late to track him down._

True she'd never tell HIM that or he'd probably refuse to take the job just for the insult.

 _Still I'll need someone with detective skills and connections._ She thought as she realized her first pick usually had the necessary intel provided for him rather than putting it altogether himself, _Hmmmm…guess I'll just have to ask if he knows anyone who'll take the job._

With that in mind as she reached the kitchen she moved to where she knew she'd find paper, envelopes and the phone book for the state of New York.

 _ **Wolverine's POV**_

"Where the flamin' hell am I?" he asked rhetorically not being able to recall how he'd come to be standing in the middle of an infinite expanse of white.

While memory problems weren't anything new to him he'd figured that they were pretty much over with after he finally got his past back. Looking about to try and find a clue as to where he was, how he'd gotten there and who might've been responsible for the sudden relocation he found absolutely nothing. Listening extra carefully and taking a few practice sniffs with his nose he found that there was nothing for them to pick up whether it be sound or scent. This told him one thing: he wasn't anyplace real.

No matter where he'd ever been in the galaxy, even with tech designed to block his senses, there'd always been something one of his five senses could detect.

The only time he hadn't been able to sense anything like this was when he was in one of Frost's damn telepathic faculty lounges or when he was having an out of body experience. With that in mind he figured it was time for whoever was responsible to make an appearance and tell him what the flamin' big idea was.

"If there's some flamin' point to this get to it." He said curling his fingers into fists in preparation to pop his claws if this turned nasty.

"Always ready for a fight." A voice behind him said with amusement.

It was a voice he'd never forget even if someone mind wiped him again and it caused him to whirl around to confirm what his ears were telling him with his eyes. Standing two dozen feet away from him was a female form and while he could make out the basics of the woman he couldn't see her crystal clearly because it was like there was a pane of fogged glass between the two of them. In terms of measurements, skin tone and hair it was Jeannie through and through. Pair it up with the voice and either he was having a dream or a ghost was making a long distance phone call from the great beyond.

"More the latter though I'm flattered by the former." Jeannie said as amusement faded to become more serious, "As much as I'd like to chat with you Logan I'm afraid this is both a business call as well as more than a bit personal."

Business of the Phoenix host and something Jean would consider personal? He didn't even need two seconds to understand.

"You're worried about Alexia? The teenage you that showed up?" he asked just to get confirmation of his belief.

"Yes but not in the way you're probably thinking." She replied never losing her business tone, "With her transformation and the creation of the hatchling within her that which was considered a universal constant up until now has been changed."

"Hatchling?! You don't mean?!" he asked connecting the dots in seconds and being more than a little confused.

"Yes…through circumstances I'm still putting together what Alexia has within her is the offspring of the Phoenix Force that resides within me." She replied and he could just make out a happy smile on her face, "When the spell was cast transforming her into a copy of me it reached out across the multiverse for the original so it could get the 'blueprints' for both host and cosmic being. However it didn't just make contact with me in the White Hot Room…it also made contact with every fragment of the Phoenix Force scattered throughout all creation. It fixed everything."

"What do you mean 'fixed'?" he asked still trying to come to grips with the idea that a cosmic being like the Phoenix Force now had a kid.

"There's so much about the Phoenix Force we didn't know and could only guess at or piece together from what other civilizations had recorded about it. It's a lot like someone from ancient Greece seeing a spaceship or superhero do something and then try to define it all using what is familiar as well as comprehensible to them." She replied sounding like she was trying to put into words what could only be sensed cosmically, "We know from previous experienced that the Phoenix Force embodies rebirth, the burning away of what doesn't work to make room for new growth, but what we didn't know was that it was made up of two halves. One side that embodied the destroying of what didn't work and the other made up of what would give rise to new life."

"So…what? It's got a case of split personality?" he asked figuring that meshed with how things tended to go anytime the Phoenix Force took a host.

"No. When someone becomes host to the Phoenix Force they're forced to maintain a balance of sorts between these two opposing forces. Think of it like balancing two stacks of books, one in each hand, while doing a high wire act." She replied with a shake of her head, "The people who're able to keep the stacks level and make it to the other side of the wire are the ones who stay stable and don't lose themselves to the power of the Phoenix. The ones who fall from the high wire or fail to keep both stacks level are the ones who go all Dark Phoenix and start destroying everything."

A bit different from everything he'd ever heard about the Phoenix Force but it still made sense the way Jeannie explained it.

"We'd always assumed that it was either human emotions or the corrupting influence of the Phoenix's power that caused hosts to become evil. The truth is that they simply proved incapable of maintaining the balance between the two parts of the Phoenix's nature." She said before sounding hopeful, "With Alexia's change though no future Phoenix host will have to balance the dual natures of the cosmic being. The Phoenix will carry one part and its offspring will carry the other. The possibility of either host succumbing to corruption and leaving a path of destruction wherever they go is now no more certain than it'd be for an ordinary person."

"When'd that arrangement happen?" he asked unsure of this supposed shift in galactic constants, "I'm pretty sure we woulda noticed a change of galactic proportions like that."

"It happened when the spell that changed Alexia made contact with the Phoenix shards along with me and the Phoenix itself in the White Hot Room." She replied as she went into her best thinking pose, "While in the White Hot Room it has been my duty to locate and collect every fragment of the Phoenix Force across all of creation. It's exactly as hard as it sounds to do that even from where I am and with the Phoenix's help but when the spell reached this reality all the fragment locations lit up clear as day. I know where they all are and that's going to speed up collecting them by quite a bit."

"Does that mean-?" he asked as his heart pulsed with the possibility his hope had formed.

"Possibly. I can't say when or where but possibly." She replied knowing what he was asking before he even finished the sentence, "Until then though I'd ask you to keep an eye on Alexia. When the spell changed her the parts of the Phoenix Force that dealt with burning away what doesn't work were pulled across the multiverse to form the core of the hatchling Phoenix. It hasn't yet evolved into a true sentient consciousness yet but rather something more akin to borderline wild animal that makes its choices based on feelings and instincts. It will trust Alexia, see her as family, but at the same time it will not act based on rational thought."

That did not sound good.

He knew from personal experience what it was like with that kind of mindset and had seen it often enough in others to know how hard it could be to keep instinct and emotion under control. Even if there was someone there to hold the baby Phoenix back the chance it might manage to wriggle free was still there. Therefore it made sense that Jeannie would want him to keep an eye on Alexia just in case she had problems keeping the little birdy inside of her under control. He wasn't sure what he could do outside of offering moral support and maybe distracting it long enough for the girl to get it back on its leash but since it was Jean asking he'd do what he could.

"She's young, Alexia I mean, younger than I was when I first encountered the Phoenix Force but I have faith in her Logan." She said with a warmth he'd only ever heard her use with Rachel or Cable when he was a kid, "She has been exposed to things that have broadened her definitions of 'possible' and 'impossible' without looking away and even now she's trying to use her current circumstances to do what is right."

"What do you mean Jeannie?" he asked concerned about what the teenaged girl might be up to.

"When you wake up ask Gambit." She replied with an amused smile being visible through the fogged glass-like distortion between the two of them, "Expect me when you see me Logan."

Then with a little jolt he found himself sitting up in his bed like someone had shoved a cattle prod up his ass. While he would've preferred a gentler return to the waking world if Alexia was up to something and Gambit was involved taking things slow was probably not a good idea. It took him two minutes to get some clothes on and head towards Gumbo's room but as it turned out the Cajun was just leaving and had a letter in his hand.

"Going somewhere LeBeau?" he asked and smirked as the Cajun turned to look at him.

The expression on the thief's face told him everything he needed to know.

 _ **Massachusets Academy**_

 _ **Alexia's POV**_

 _Well there goes Rachel._ She thought as she watched her teacher drive off to a supposed meeting with a pal of hers from Excalibur, _Hope she doesn't figure out she's been tricked for at least four hours._

She'd set up a meeting with her potential detective and thief to happen in thirty minutes but she'd had to get Rachel out of the Academy for the duration of said meeting. Some people might ask why she didn't simply include Marvel Girl in the operation and the answer to that was 'covert'. Norman Osborn was alive and despite what some might think the madman was still quite capable of pulling the strings he desired and getting the results he wanted. With his spies and his agents and his hidden programs the asshole would be kept apprised of his assets' status or one of his paid minions would. It was also possible that any hero or heroine Osborn deemed to be a possible threat to his schemes would also be monitored so that meant she had to be careful who she offered the job to. It couldn't be any big name hero or someone who'd easily be recognized because that'd only tip off Osborn and potentially ruin everything. Rachel was a former host to the Phoenix, a member of Excalibur and the X-Men, and one of the top psi-talents on the planet so it was a given that she was on the watch list of any baddie who thought she might come knocking on their brains.

The two people she'd selected for the meeting on the other hand had reps but nothing that'd put them on Osborn's radar and so they were the logical choice.

Sure she only knew one of them well enough to know what he could do and the other she'd managed to pull from the Academy computers as someone Frosty had used once or twice but she didn't have much choice. While she might have been something of a comic book collector back home she didn't know a lot of detectives who had the chops for what she'd be asking them to do. She didn't need some ordinary beat cop or even an experienced private investigator. She needed someone with powers or someone skilled enough to take on a potentially large group of people who did have powers. No run of the mill human was going to be able to handle what Osborn would throw at them.

That being said she knew that even if asked there was no guarantee anyone would come especially with how she'd phrased her request for their services in the two letters she'd sent. So when she'd sent out the letters she'd put into them that if they weren't available to take the job it'd be appreciated if they could pass it along to someone who was free. She made sure to specify that whoever they chose had to be capable of taking on heavily armed, highly skilled and possibly super powered opposition but not be lacking in the detective skills or be missing the word 'stealth' in their vocabulary. While it'd be something of a roll of the dice in terms of who she'd get she hoped that she'd get someone good enough for the job.

Especially since she'd recently received her identity papers AND ten thousand dollars courtesy of Scott Summers the latter of which she was putting up as payment for services rendered.

Walking to the kitchen she began grabbing an assortment of drinks and food telekinetically before heading for the Danger Dome where she'd already managed to relocate both chairs as well as a table to. Sure she might be going a little overboard but she figured that being a good hostess was the least she could do and that it might make the people she wanted to hire more receptive to her request. It didn't take long to lay it all out and after that she just sat at the head of the table and waited.

Why?

Another thing she'd done soon after Rachel had driven through the front gates was switch on the Academy's security system. Since it'd been purchased by Frosty it was top of the line with a few custom additions that put it at the same level as most major corporation buildings. She'd done this to act as a sort of test for the two people she intended to hire and while Gambit would likely breeze through it if her second pick pawned the job off on someone else then the test would prove they had the skills. Sure the paranoid part of her was worried they might get insulted or expect her to just let them in the front gates but she hoped that the little she put into her letters would keep things on the positive side.

She waited patiently until her watch started beeping telling her that it was not the time she'd specified in her letters for her potential employees to be here. Looking about with her eyes she couldn't see anything or anyone making her worry that she'd been blown off by her potential employees but then she considered that perhaps THEY were testing HER. So with that in mind she reached out telepathically to see if she could sense any active minds inside the Danger Dome or the main Academy building. What she found surprised her a bit because she was picking up decidedly more minds than she could be even taking into consideration the Cuckoos up in their rooms. In total there were eight minds within the specified telepathic zone she was scanning and subtracting three for being the Cuckoos and that meant five minds where there should've only been two minds.

Something screwy was going on and so she did two things.

First she erected the strongest of telepathic and telekinetic protections she was capable of around her mind and her body just in case they were hostiles.

The second was saying "I know you five are there. If you're finished playing hide and go seek let's get down to business."

"Nice job spotting us chere." Gambit said as he walked out of the vegetation in his trademark uniform consisting of pink and black body armor and trench coat, "Had my mind locked down good an tight but you still found me."

"Don't butter her up Cajun." Logan growled as he came forward from another direction, "If she's got half the brain power Jeannie did and if Rachel's done her job teachin' then she coulda spotted you when she was half asleep."

WOLVERINE!?

Well this was certainly going to get difficult since she was going to have to figure out a way to make Logan back out of this little job meeting because there was no way he could be involved in the job. He was one of the Avengers and a senior member of the X-Men for God's sake! Add to that his very unique hairstyle and very unique claws and he'd be spotted the second he stepped off the plane!

"Still have to give the girl credit." Danny Rand aka Iron Fist said walking out from yet another direction, "Instead of trusting only her eyes she actually used her brain. Literally."

"That puts her above my usual clients Danny." Misty Knight said emerge from the foliage.

"Definitely. You would not believe some of the idiots I've had to defend in my time." She-Hulk said coming out in her Jennifer Walters form, "You wouldn't believe how hard it is to get them to not incriminate themselves on the stand when they're that stupid."

 _O-kay…more than I'd expected to show up and somehow I doubt they're gonna take this job for two grand apiece._ She thought looking from one to another, _Still what're the odds that all five of them are gonna say yes._

"Well now that you're all here anyone want to help themselves to the snacks and drinks laid out do it now because once I start laying everything out I'd prefer not to be interrupted by someone with the munchies." She said trying to walk the line between formal and casual.

Thankfully no one seemed to take offense at what she'd said and instead went over to the table with the food and drink grabbing a glass of what was available plus a disposable biodegradable bowls. Once they had what they wanted two went to the chairs she'd brought out while the others just stuck close to the table and leaned on it.

"So who are you and what's the job?" Misty Knight asked sounding completely professional.

"The name's Alexia…Alexia Grey." She replied still not used to what she'd found out when she'd first taken a look at the identity papers that'd arrived along with the money, "As for the job it's a track and retrieval one with a significant amount of weight put on the doing it without anyone realizing you're there until it's too late for him to do more than throw a tantrum."

"What would we be retrieving?" Iron Fist asked sounding positively zen in tone.

"The firstborn daughter of Spider-Man and his wife." She replied knowing what was coming and kinda looking forward to it.

"WHAT!?" everyone but Logan exclaimed in shock and disbelief.

Logan just raised an eyebrow with interest then took another gulp of his drink.

"Maybe I'd better start at the beginning." She said with a bit of an amused smile, "I'm not from around here. I'm from another reality and in that reality you're all fictional characters as seen either in comic books or cartoons. I collected quite a few comics. In the last bunch I read Norman Osborn kidnapped Spidey's kid right out of the delivery room without the wife knowing a thing."

"How do you know what happened in your comics happened here?" Jennifer Walters asked sounding more open minded than Misty knight looked at the moment.

"Awhile ago I had Marvel Girl, my psi-teacher, take a look at a couple issues centered on the team Excalibur that she used to belong to. According to her the twenty-three issues she read are eighty-five percent identical to her memories of what happened back then." She replied measuring the reaction of each potential employee, "I also had some telepaths I know peek inside the memories of people who were at the hospital where the baby was born and the docks where the kidnapper took off from later. They found memories supporting what happened in the comics bumping up the similarity to ninety percent. To me that's high enough to be worth following up on."

"Damn straight. Got any leads? Intel?" Logan asked sounding like he was all in on this little caper.

"Before we get to that you mind explaining what you're doing here Logan?" she asked before turning to the others, "Gambit and Jessica Jones are the only two people I sent letters to offering them the job."

"I dunno about the other three but I caught Gumbo comin' out with your letter looking to go someplace. Figured I'd tag along and see what's what." Wolverine said finishing his drink and tossing the cup in the general direction of the trashcan.

She had to telekinetically give it a boost to make sure it reached its destination.

"Jones called me sayin' she couldn't take the job and wanted to know if I'd take it." Misty Knight said taking a sip of her drink, "Shulkie and Iron Fist were visiting and joined in 'cause they're too curious for their own good."

"O-kay…just so you know I only have ten thousand dollars PERIOD to pay with so if you all wind up taking the job that's two thousand apiece." She said figuring the responses made about as much sense as anything ever did, "So before we get to the intel and leads one question's got to be answered: you in or out?"

"In." Logan said crossing his arms over his chest as a physical sign of resolve.

"Count me in chere." Gambit said with his usual Cajun accent.

"I owe the web-head. If his kid's out there count me in." She-Hulk said nodding in the affirmative.

"Two grand for a job like this? Sounds about right. I'm in." Misty Knight replied trying to sound like she was in it for the money.

"Same here so I guess that makes it unanimous." Iron Fist stated turning to look at her, "So…intel? Leads?"

"I got the information telepathically and since there's no tech that can turn memories into images on a view screen I'll need to use telepathy to show it to you." She replied looking at each in turn, "That okay with all of you?"

Nods all around though some of them were less sure than others. Not that she could blame them since having someone in your head was far from comfortable and since she was an unknown only Gambit and Logan had a reason to trust her even a little bit. Hopefully this initial experience would be enough to get the other three to trust her if only a little bit. Closing her eyes briefly to bring her focus to the level Rachel said it'd need to be at for this trick when she opened them she reached out with her telepathy and brought them to a mental environment that mimicked a military meeting room.

"The relevant issues of the 'Revelations' four part story arc are in front of you if you want to peruse them while you listen. Out of respect for Spider-Man's privacy though I've blurred out any mention of his civilian identity and those connected to him." She said before a projector screen popped into existence, "I'll be focusing on the core info. First up is the big boss behind the abduction: Norman Osborn aka the Green Goblin. Everyone including the web-head thought he'd died years ago soon after the battle on the George Washington bridge but he didn't. Instead he left to pursue other plans in Europe leaving his son Harry to carry on the Goblin name.

"However when Harry Osborn died this started the long process of Norman getting his revenge in more ways than are immediately relevant. The revenge plan that's relevant is that he planned on abducting Spidey's kid right out from under his wife's nose in the delivery room. This plan was comprised of three parts." She said as three images popped up on the screen showing Osborn's minions as well as Norman himself, "Part A was to have Mendal Strom aka the Robot Master keep the web-head busy and away from his wife until a specified time. Part B was a woman who went by the name Alison Mongrain who slipped something into the meal Spidey's wife had ordered at a local restaurant designed to induce early labor. Part C was to have the doctor that'd been handling the pregnancy up until then replaced with a Doctor Folsome.

"The comic books didn't specify precisely how they were able to get the baby out of the delivery room without it crying loudly enough to be heard. Probably some kind of sedative mixed with soundproofing the disguised laundry cart Mongrain used to remove the child from the hospital." She said as the images shifted to showing the two final pages from Amazing Spider-Man four hundred and eighteen, "She then took the child to the local docks and boarded the Jade Gargoyle and set out for Europe and haven't been seen since. Your leads are the three minions Osborn used, Oscorp, a connected company called Multivex, a secret European cabal called Scrier and if my hunch is right anyone with both the technology as well as the scientists necessary for accelerating the aging process."

"You think Osborn's going to try and age her into an adult?" Iron Fist asked sounding disturbed by what he'd been shown and told.

"If Osborn just wanted to hurt Spidey he'd have just killed the baby and made sure the wall crawler knew it was him that made it happen. No…he has something bigger planned for the child." She replied letting her personal disgust for Osborn bleed into his voice, "If this wasn't real life but a comic book I'd be expecting him to try and turn her into a weapon to use against Spider-Man. He'd probably think it perfect to send Spidey's own child to kill him knowing the web-head wouldn't dare hurt her knowing the truth. Or maybe he'd rig it so that she did die in such a way that Spider-Man would feel responsible for it and reveal her true identity afterwards. While it's possible that Osborn might let her grow up naturally I doubt he's that patient which means scientifically induced aging and probably some sort of tech based learning system so that she learns what she needs to know in order to be an assassin/enforcer/bodyguard."

"What's the Scrier connection? Heard of them but nothing that makes me think they've got Osborn connections." Misty Knight asked sounding more focused on the info.

"A member of the Scrier organization was shown in the company of Gaunt aka Mendal Strom with the latter implying that they were both under the employ of the same man. Also According to the information that the Rose managed to uncover the cult had been heading for extinction until nine or ten years ago when someone planning on becoming the European Kingpin of Crime took control." She replied explaining what she'd learned by reviewing her memories of the specific issues, "He honed their fighting skills, updated their espionage techniques and outfitted them with high tech weapons. As the Rose put it their annual budget for weaponry exceeds most small nations. I believe that Osborn is this self-proclaimed European Kingpin and that through the Brotherhood of Scriers that you might find out where Spidey's child is located."

Looking at each of them in turn she was pleased to see that the gears inside their heads were grinding as they digested the information she'd provided them with.

"I realize this won't be easy." She said as she brought their minds back to their conscious bodies in the real world, "The trail is three years and four months old and that's pretty cold. Still…after everything Spidey has done for the world he deserves a miracle like getting his kid back."

"Don't worry darlin'." Logan said shaking off the discomfort of telepathic contact, "I've followed colder."

"That's…something I wanted to talk to you about Logan." She said trying to phrase things just right, "One of the reasons I sent the letters to Gambit and Jessica Jones is because they had the skills for the job and weren't big enough players to be IDed on sight wherever they went pursuing this case. But you're an Avenger and one of the more infamous members of the X-Men. Add all that to your unique haircut and you'll ping on Osborn's intel network for sure. I'd kinda like to have Spider-Man's kid literally in our arms before Gobby realizes someone's been looking for it in the first place."

"So I'll wear a disguise." Logan said sounding like it was a simple enough problem to solve.

"If the comics I've read are accurate your idea of a disguise is to put on an eyepatch and call yourself Patch." She said to counter his statement, "I'm thinking only idiots and the blind would fall for that one."

This caused a round of chuckles from everyone other than Wolverine who just grumbled for a few seconds before standing silently.

"That doesn't mean you can't join in later. Assuming the rest of the team can get a good idea of where Spidey's kid is being held we can call you in before the assault." She said hoping the promise of future carnage would keep, "In the meantime there's something else you can do."

"What?" Wolverine asked sounding mildly curious.

"Once we find out where Gobby is hiding the baby we'll need a means of positively IDing her." She replied putting forth something she'd planned on asking him to do anyways, "Osborn's dealt in clones, surgically altered impersonators and lots of other ways of faking people out. I need you to get a DNA sample from both Spider-Man and his wife. Hair sample or skin sample it doesn't matter. Then take it to an egghead you trust and have them come up with the top five most likely DNA combinations of the two samples with the only constant being that the child must be female. Once we have that info put into some kind of portable scanner we can confirm that the girl we find really is Spidey's baby."

"And if Osborn's changed her enough genetically to make a DNA scan useless?" Iron Fist asked pointing out a troublesome possibility.

"Then we take whoever we find, get her to an expert geneticist we trust and see if he can't pry the truth from the altered DNA strands." She replied greatly opposed to such a possibility becoming a reality.

"I notice you keep saying 'we'. Does that mean you plan on coming with us?" Misty Knight asked sounding like she didn't favor the idea.

"Only when you get an idea where Spider-Man's kid is being held." She replied honestly as she looked at the detective, "I know I'm no detective and I'm no super spy with the skills that go with the job. That's why I wanted to hire you guys in the first place. If I went with you from the get go I'd probably screw up before we even got halfway to the kid. I WANT to be there though when we know where she is though."

"Reasonable enough." Gambit said with a nod of acceptance.

"Then unless any of you have any more questions I bring this meeting to an end." She said getting up from her chair, "Enjoy the food and drink for a bit longer if you want. Rachel shouldn't be back for at least another hour and a half. I'd prefer it if she never realizes this meeting took place."

Nods of acknowledgment all around and over the course of the next hour the group she'd assembled left, some partaking of the food and drink before leaving, until she was once more alone.

 _Well it's all set up now._ She thought as she began to move everything back into the main Academy building, _All I can do is wait, train and prepare for the day that they give me the call to either say they found little May Parker or confirm beyond a doubt that she really did die in childbirth._

She hoped that that wasn't the case.

If only ONE good thing ever came from her comic book knowledge she wanted it to be returning May Parker, daughter of Peter and Mary Jane Watson-Parker, to her parents.

Was that too much to ask for?


	5. Walking, sneaking, slinking, but kicking

Disclaimer: I do not own any of the copyrighted materials contained herein. They are the rightful property of their respective creators and/or associated companies. I make no profit from this whatsoever and I have no intention of changing this at any point in the future. I write because it's fun and because some people enjoy reading my stories. Therefore I would appreciate it if no legal action were taken against me. I can assure you that I don't have nearly enough in my savings account to make the legal proceedings worth it.

Note: Positive reviews will be appreciated. Constructive criticism will be considered but not necessarily acted upon.

 _ **Danger Dome**_

 _ **Rachel's POV**_

"Is there something you want to tell me?" she asked before firing a salvo of psi-spikes at the newest member of the Grey family.

"Like what?" Alexia asked as she erected a TK force field to block the spikes before firing a TK concussive blast at her.

"Like why you've been so focused on training the last two weeks." She replied as she used her TK to fly clear of the blast.

"What? I've finally found something I'm good at and can have fun learning." Alexia said with a half shrug before taking to the air as well, "Besides it's not like I have much else to do. I passed this reality's GED, I've got a home, money and food. Not much else I need except skill and experience with my powers since it's pretty much a given I'll be doing the superheroine thing in the future."

"You're not going to even consider college or just getting an ordinary job?" she asked as she threw out some telepathic psionic blasts.

"Not a good idea. As long as I have the proto-Phoenix inside of me I'll always be a target for baddies with a taste for power." Alexia replied before sending out her own blasts to intercept the incoming attacks, "The fact that I look like a teenage Jean Grey is probably going to bring trouble to my door no matter what I do. Better to be ready for trouble then to ignore it when it's trotting up to your front door."

"You make it sound like there'll be a fight every other day, a crisis every other week and an end of the world situation every other month." She said before trying to use her telepathy to induce mental paralysis in her student.

It seemed to work for about five seconds before Alexia managed to free herself and keep moving.

Not bad but in a fight all an enemy usually needed to kill you was one second.

Two seconds at the most and only if there was some obstruction in their way.

Firing off a telekinetic concussion blast that succeeded in hitting Alexia and was only kept from doing serious harm because the TK shield her student had wrapped around her body as well as the fact that she'd pulled her 'punch'.

"FOCUS! Your psionic powers can give you an awareness of your surroundings that few others have." She ordered as she flew forward to press her advantage, "It won't matter if its matter or energy because with enough focus you'll be able to sense both. Use that to your advantage! Don't just use your eyes or ears to figure out where the next attack is coming from."

"And tell me have YOU ever managed this enlightened state of fighting teach'?" Alexia asked sounding a little annoyed as well as a bit sarcastic.

"Well…no…BUT I know Psylocke managed it!" she replied with some humility before counterattacking, "Besides it'd be a handy thing to be able to do right?"

"Yeah but doesn't that level of awareness normally take years of training to pull off?" Alexia asked sound agreeable but doubtful.

"Normally yeah but keep in mind you've got some of my mothers skills in your subconscious letting you learn how to use your telepathy and telekinesis at an accelerated rate." She replied pointing out the advantage the young woman had, "So while normally it'd take years what you got from my mother might just cut that time in half."

"Something to look forward to then." Alexia said before she reached down with both hands and made a lifting motion.

The first time this'd happened she'd been a bit puzzled but that'd resulted in her getting knocked on her butt and then realizing that Alexia had utilized her telekinesis in an inventive way. In most cases someone with TK applied the power directly to a target but some beings due to past experience developed tech or possessed abilities that make it useless. By using dirt and other matter as a buffer of sorts Alexia can attack those that thought themselves protected by not allowing their telekinetic energy to come into direct contact with the defenses protecting the enemy. With luck such an attack would damage if not destroy whatever tech was protecting the enemy from direct telekinetic contact or perhaps daze someone with the special power to neutralize TK enough to make them vulnerable.

"Nice try grasshopper but an X-Man doesn't fall for the same move twice." She said as she flew clear of the immediate area where she'd been.

"Who said it was the same move?" Alexia said as she uprooted dirt and rocks began to follow her like a thick swarm of insects.

What followed was a game of follow the leader with the soil projectiles gaining on her bit by bit even as she tried to outrun them. A few minutes later she decided to go for the tried and true move of charging Alexia and then veering away at the last second so that the teenager's own attack would hit her. Unfortunately this was a move her student was familiar with and so with a blink the mass of dirt and rock she was controlling went around her before locking back onto its primary target. It only went on for a minute before Alexia showed she knew when to revise her strategy by splitting the single mass into two so that she could try to come at her from two different directions.

 _Not too shabby!_ She thought genuinely pleasantly surprised by her student, _I might've taught her how to manipulate more than one object at a time with her TK but to manipulate that many in two different ways while remaining on the move isn't easy._

Not that the two masses were pulling off complex aerial maneuvers or following an intricate strategy when they came at her but still it showed a respectable level of TK multitasking. She was confident that given enough time her student would be able to pull off some rather impressive attack patterns with telekinetically propelled projectiles but for now this was it. Deciding to see how easy it'd be for her to break the concentration needed to manipulate the two masses she sent a psi-spike at Alexia that'd be enough to daze her if she'd been on the receiving end of it. As expected the level of focus needed to manipulate the two masses made it impossible to muster a strong enough mental shield to whether the spike and instead of daze it knocked her student on her teenage butt. At the same time the two masses of dirt and rock flew out of control to either impact one of the Danger Dome's trees or eventually lose momentum and fall back to the ground.

"I think it'd probably be best if you didn't try to multitask like that until you can keep up a strong telepathic shield at the same time." She said as she watched her student shake the cobwebs loose.

"Ya think!" Alexia growled as she got back to her feet.

"Now howsabout we break for lunch and then we'll do a few hours of pure telepathic combat." She said as she began to walk towards the entrance/exit of the Danger Dome.

This just caused her student to groan in dread but that was understandable since the teenager tended to have better odds defeating her in the real world than mind to mind. Still there existed any number of beings both human and otherwise whose main weapon focused on attacking the mind in a variety of different ways. If Alexia was to be protected from the likes of the Shadow King or Lady Mastermind it was imperative that she be capable of defending herself telepathically against their assaults.

She might not be able to take down Frost in a telepathic battle yet but she was still good enough to give Alexia the training she needed to protect her mind.

 _ **The**_ _ **Massachusetts**_ _ **Academy**_

 _ **The Next Day**_

 _ **Alexia's POV**_

KNOCK!KNOCK!

"Mmmmm…go 'way!" she mumbled as she turned away from the offensive noise, "'leepin'!"

KNOCK!KNOCK!KNOCK!

"I SAID 'GO AWAY! SLEEPING!" she growled before she made one last bid to return to the bliss of REM sleep.

KNOCK!KNOCK!KNOCK!KNOCK!

THAT did it!

With a grumble she threw off her covers, got to her feet and stomped over to the door before yanking it open with the intent of giving the person on the other side an earful. Her irritation was dimmed a bit when she saw that instead of one person on the other side of her door there were three. More specifically the Cuckoos with each of them dressed as if heading out for a few hours but to her still sleep fogged mind she wondered why they were bothering her. She'd have found out on her own that they'd gone out when she'd gotten down to the kitchen, at her own pace, and seen that they weren't there like they usually were.

"So you've forgotten what today is." Celeste said before sighing in mild exasperation, "I told you two days ago what we'd be doing today."

Two days ago?

Thinking back she tried to remember what if anything she'd agreed to do with the three triplets and at first she got nothing but after using a trick Rachel had taught her about improving memory recall she got a glimmer of the truth. Something about a debt owed…shit. She remembered now. Two days ago Celeste had told her that in two days time they'd all be taking a trip into New York City for a shopping trip in accordance with the price the blonde had stipulated for her help with Spidey's kid. She had forgotten about it. In her defense though Rachel's training session yesterday had dragged on for quite a bit and had left her completely exhausted. As a result it was no wonder that she'd slept longer than she usually did and temporarily forgotten about any arrangements that'd been made. As much as she didn't like being turned into the trio's pack mule and being Celeste's own little 'Barbie Doll' a deal was a deal and she didn't want to be known as the sort of person who welched.

"Give me half an hour and I'll be ready to go." She said before turning away from the door and heading to her room's personal bathroom.

"Half an hour? You can really get ready that quick?" Irma asked sounding a bit surprised.

"What's to do? Shower, use the dryer to get it halfway dry and then find something to put on for the day." She really didn't see the difficulty.

To this the three Cuckoos merely exchanged looks of disbelief and confusion.

"I think it's best if we help you get ready." Celeste said before taking her by the arm and pulling her toward the bathroom, "Irma? Look through her clothes and try to find something halfway decent for her to wear. I'll make sure she looks like she actually CARES about her appearance."

"HEY! I've been getting up the same way ever since we arrived at the Academy and you've never had a problem with it before." She said as she was pulled into the bathroom and the door shut.

"You haven't set foot off the Academy or the Institute property before." Celeste pointed out as she went about grabbing various bottles before putting them on the shelf inside of the shower booth, "My sisters and I also weren't being seen with you before as well."

"Soooo…what? It's a whole 'you need to be presentable to be seen with the almighty Cuckoos' thing?" she asked not liking all the extra add-ons that were getting connected to her side of the bargain.

"More like you can dress up homeless people in designer clothes but people will still be able to tell they're homeless. It clashes." Celeste replied stepping out of the shower stall, "In order to pick out just the right clothes for you I need you looking your best. NOT like you just walked through the shower and ran a comb through your hair a few times."

As much as she hated to admit it Celeste had a point.

Not that she considered her usual post bathroom appearance to be equivalent to a homeless person's standard level of hygiene but usually when you put on something nice you went the extra mile. When she'd been a guy that'd meant full body scrub using the GOOD soap, shaving away all the unneeded whiskers and putting some effort to making his hair look good. Now that she'd been turned into a girl she'd done the bare basics for keeping clean and that meant shampooing her hair every other day, scrubbing herself with soap whenever she got sweaty or stinky and shaving the parts of the female body that needed to be shaved on a regular basis.

Apparently though this wasn't enough for Celeste.

"Fine. Just so you know though it's not that I necessarily like sticking to hygiene standards you'd find in a lower middle class home." She said as she began to strip out of the lady's boxer shorts and bra that she'd worn to bed, "It's because up until getting dumped in this reality I never had the budget for anything else. Everything my parents earned either went towards paying the bills or feeding their alcoholism. If I wanted money I either 'borrowed' an amount of money that wouldn't be missed or I took the empty bottles to the local recycling depot. Let me tell you: all that was barely enough for me to buy a new shirt every other month from the local thrift store and keep me in snacks. I didn't have the money for all the shampoos, conditioners, body lotions and whatever else you think a young lady needs to make herself presentable."

Finished with the stripping and ignoring the nagging feeling her almost fully conscious mind was hitting her with she stepped into the shower stall, closed the door and turned the water on.

"So basically you might as well tack on beauty tips and bathroom stuff of choice to the wardrobe you plan on getting me with Frosty's credit card." She said as the hot water slammed into her body.

Taking a moment to enjoy the soothing qualities of a hot shower she waited for Celeste to start rattling off how she got ready in the morning or list the sort of bathroom products that were mandatory for any self-respecting teenage girl. After about a minute though with no response she felt a bit puzzled so she turned her head to see why he hadn't gotten the lecture from the 'professor of pretty' only to find Celeste looking shocked.

 _Probably can't understand what it's like to be lower middle class much less have to survive off the budget of one._ She thought turning back to the shower before grabbing the soap, _Don't know what kind of life she had growing up but once she became one of Emma's girls she probably had the best of everything._

Deciding that Celeste would probably talk eventually she just put a decent amount of effort into cleaning herself using everything that the Cuckoo had lined up for her on the shelf inside the shower stall. Most of the stuff had names on the bottles that made their uses fairly self-explanatory so he didn't need to ask questions about what to do with this or that. The few things that she didn't have any clues about thankfully had instructions written on the back that were written in a fairly straightforward manner. Personally she still thought it was overkill but if Celeste and her sisters were going to be a pain about it it'd be less hassle just to give in and do it.

"I…I'll go and see how the others are doing with your clothes." Celeste said finally finding her voice before the sound of a door opening and closing reached her ears a few seconds later.

 _Whatever._ She telepathically thought at the departing blonde.

She wasn't too worried about what they'd wind up choosing for her since she pretty much had a dresser and closet full of hand-me-downs from either Rachel or Kitty plus a small number of things that the X-Men buy in bulk at least once a month.

Considering the number of times the mansion got wrecked or they wound up getting attacked while in their street clothes it only made sense to have a large supply of T-shirts, sweat pants and plain undergarments for both genders in a wide assortment of sizes.

 _ **Shoe Section of Bloomingdales**_

 _ **Celeste's POV**_

 _Just don't think about it._ She thought while making sure her psi-shields were up and that nothing drifted over her link with her sisters, _It was nothing. NOTHING! Just a bit of shock that's all._

Fortunately her sisters Phoebe and Irma were too busy trying to cultivate a little fashion common sense into Alexia by teaching her why some shoes would be good for her while others would be quietly and bluntly an idiot's choice of footwear. She could tell without looking that the girl who looked identical to Professor Grey-Summers was struggling to understand the complexities of choosing items with the right color combinations, right material composition and how they'd go with her outfits. Alexia was definitely one of those girls that had never opened a single teen girl magazine in her life or had friends she could discuss clothes with. It was certainly supported by the half-asleep admission the redhead had made in her bathroom hours ago and if her friends were numb fashion-wise like she was it'd take awhile before the Phoenix host could shop skillfully on her own.

"Look, look, LOOK! I'm trying to work with you two but I've always been a function over form kinda gal." Alexia declared once her patience wore thin enough, "I'm going to pick the last pair of shoes and that's it for this department. PERIOD!"

With a glare Alexia walked over to the display of footwear and after a few seconds grabbed a pair of Frye 'Veronica' slouch tall boots made of a brown leathery material with a buckled strap at the ankle as well as the top. It wasn't ugly and it was a designer boot so at least those criteria were met. All of them hard learned early on that trying to put Alexia in high heels or anything similar was a mistake despite how good the redhead looked in them. So all the shoes so far had been flat heels of one sort or another but all of them conformed to what they knew of what a good shoe should look like. The boots she'd chosen did indicate that the taste they were trying to pound into the girl was having an effect if only gradually.

"Okay so we've got shirts, pants, and shoes covered." She said deciding to let Alexia have this last win with the shoes and move on, "Time to move onto the next item on the list."

"That would be either lingerie or swimwear." Phoebe said looking a little unhappy with the boots but not enough to force everyone to stay with shoes awhile longer.

"So which do you want to go for first Alexia?" Irma asked honestly willing to let their 'Barbie doll' choose where they'd go next.

"Can't we just…skip both?" Alexia asked in response looking uncomfortable, "I mean I have plenty of underwear back at the Academy and it's not like we're anywhere near a decent beach."

"The Danger Dome is more than just a training room." She replied pointing out the flaw in his statement, "It has a decent sized pond in it that can be heated if we need it to be. As for your underwear…let's just say that I think I know now why Rachel hasn't had a date in a few years. It's just SO…nineties!"

True there wasn't that big a difference in swimwear or lingerie fashion between the nineties and the present but she wasn't about to let her side of their little bargain be cut short. Besides if Alexia was this uncomfortable just talking about swimsuits and lingerie then it'd almost certainly be quite the show once they actually got one or the other on her.

As she and her sisters stared down the redhead she could tell that Alexia was trying to come up with some sort of argument to avoid what was coming at her. She didn't even need to peek with her telepathy because it was all too clear from the body language alone that she was uncomfortable. When neither she nor Phoebe or Irma gave in after a full three minutes Alexia caved in.

"Swimwear then." Alexia said sounding like she believed it to be the lesser of two evils.

With that decided they went to the nearest cashier, paid for the boots and then made their way to the swimwear section of Bloomindales. Looking about she tried to think of what'd look good on Alexia but at the same time would make the young woman squirm a bit if made to wear it. She wouldn't go too far of course or the girl would walk right out of the place and leave her sisters to carry everything back to the Academy bargain be damned. Eventually her eyes fell upon a two-piece swimsuit with a tie halter bikini top and a skirted bottom and on instinct she grabbed it before passing it to the redhead. There was hesitance on Alexia's face so she pushed the girl into the dressing room before taking a couple of steps back and waiting to see how it'd turn out.

"Aren't you enjoying this a little TOO much Celeste?" Phoebe asked sounding a little suspicious with her tone.

"Oh come on! You can't tell me you're not enjoying her putting on stuff that's everything from ridiculous to pretty along with what's in between." She replied dismissing her sister's tone, "It's the closest we'll ever get to see Jean Grey-Summers doing the same! Besides just thinking about what Miss Frost is going to do when she sees her next credit card bill and we tell her who it was all for…heheheheheheheh…I'm laughing already."

"True." Phoebe said with a smile of her own, "She was almost projecting her distaste for Alexia because of how she kept reminding Mister Summers about his ex-wife. Finding out that we used her credit card to pay for a complete wardrobe for Alexia will DEFINITELY put her in a bad mood."

It was only a few minutes later that she heard the sound of the dressing room curtain being pushed aside and she beheld Alexia wearing the swimsuit she'd chosen. She couldn't help but stare at the sight but if anyone asked she'd say it was because she thought that she'd chosen a suit that was a size or two too small for the teenager rather than the truth. The truth…the truth was she felt something looking at Alexia now that she'd thought she'd imagined when she'd first felt it in the girl's bathroom hours ago. It was an…appreciation…but of what she hadn't been able to put a label to in the bathroom but now with a second taste she knew.

She was feeling LUST.

Almost as soon as she came to that conclusion though she mentally shook herself, checked her psi-shields and her connection to her sisters to make sure no one had picked up on it and put an innocent look on her face.

"I think you might need a bigger size but aside from that you look good in it." She said as she walked around the redhead who looked uncomfortable outside of the dressing room.

She could tell both with her eyes and her telepathy that some of the other people in the store, both employees and customers, were indeed giving Alexia a full once over. The men along with one or two of the women were giving off lust and letting their minds visit the gutter a bit while the others only appraised then looked away. Deciding to take Alexia's mind off of the watching eyes she decided to do the one thing guaranteed to knock her out of her 'I want to cover up real quick' mindset.

SMACK!

"AAHHH! What'd you do that for!?" Alexia exclaimed as she leapt away from her before turning to lightly glare at her as she reflexively rubbed the butt cheek that'd gotten smacked.

"Because you gotta relax that's why." She replied unable to remove the amused smile from her face, "You're wearing a swimsuit and that means you're going to be using it either at the beach or a pool and unless you have enough money to buy a private one of either there's going to be people there. Better to get used to being looked at sooner rather than later."

"Bet you wouldn't be so causal about it if you were in my position." Alexia said still looking uncomfortable but having it more under control on the outside at least, "In fact why don't you let me pick out a swimsuit for you. This is supposed to be a joint shopping trip after all and if you're all really looking to stick it to Frosty then tossing any white clothes, underwear or swimsuits is the first step. After all scuttlebutt around the Institute was that she was trying to turn all of you into her little cookie cutter copies and since plastic surgery's a bit drastic ditching the snow colored clothes is the next best thing."

For a moment she was going to refuse but then she had to consider what Alexia had said about how she along with her sisters wanted to forge identities separate from the 'Emma's girls' label they'd been stuck with. Indeed almost from the moment she and her sisters had first set foot in the Institute they'd been under Miss Frost's 'guidance'. They'd been made to look identical to one another under the justification that their five-in-one hive mind needed that reinforcement in order to reach its full potential. Considering what had happened to Sophie and Esme though she along with her sisters had come to the decision that maybe it was time for them to start thinking for themselves rather than listening to Miss Frost.

"Fine. What would you suggest?" she asked deciding to see where things went.

With that bait on the hook she was pleased to see that with something else on her mind Alexia was willing to walk about the swimsuit section of Bloomingdales without looking like she wanted to dart back into the changing room as soon as possible. She wasn't too afraid of what the redhead would choose for her since in her experience people who weren't comfortable in bikinis tended to be a bit prudish with whatever they chose for others.

"A-HA! I think this one would be perfect on you!" Alexia said before taking a swimsuit off the rack and holding it up so she and her sisters could see it, "According to the label it's a red high cut scrunchie Brazilian bikini."

 _Okay…maybe not quite as prudish as I'd thought._ She thought to herself as she took the selected swimsuit, _This is probably the wrong size but it'll give me an idea of what I'll look like wearing the right size._

"I'll be dressed in three." She said as she went into the changing room Alexia had vacated.

Three…two…one…zero!

"HEY! At least let me get changed first!" Alexia exclaimed before the sounds of approaching feet reached her ears.

"Sorry! OCCUPIED!" she said with a bit of humor before sending telepathically, _Unless of course you'd like to join me in here. I'm game if you are._

THIS brought the footsteps to a stop instantly.

"Fine. Take your time." Alexia said sounding a little floored and uncertain.

With a giggle she began to strip out of her clothes so she could try on the swimsuit but amidst all that movement she had to admit that this day was proving to be well worth sifting through the minds of some rather unpleasant people to get Alexia the information she wanted.

They'd have to do it again sometime.

Just the two of them.

 _ **The Academy**_

 _ **Later That Day**_

 _ **Alexia's POV**_

RING!RING!

Picking up the phone telekinetically she brought it over to where she was in the living room before dropping it into her outreached hand.

"Lifestyles of the Pretty Powerful! How may I direct your call?" she asked with her usual bit of humor.

"Likin' Frost's hand-me-down digs then petite?" Gambit asked over the phone with a bit of a chuckle.

THIS caused her to sit upright and lose the humor for the time being just in case it turned out to be the good news she'd been waiting for.

"It's got its pluses Cajun." She replied looking about both visually and telepathically, "So how are things over in Europe. You get a line on our girl yet?"

"I'm hurt Alexia! No small talk, no how you doin' Remy?" LeBeau asked with mock hurt even as there was humor in the background.

"Fine! How you doing Remy? Clubbing much?" she asked before feeling a little wicked, "Should I be tellin' Rogue that you miss her terribly or have ya found some fine femme over there to keep yourself company at night?"

"Oui to the clubbin' during my free time but aucun to the women petite." Remy replied sounding like he understood the humor that was intended, "With the team you paid for…ain't exactly healthy, hein?"

"No kidding. So…you got a line yet on the target?" she asked deciding that was enough chit-chat for now.

"I gotta tell you petite I was a l'il doubtful that we'd be able to get very far what with the trail bein' over three years old but it looks like Lady Luck be smilin' on ya." Gambit replied as the sound of moving paper, "Bit of P.I cliché, some palms greased and some heads busted and we managed to follow le Jade Gargouille from its first stop in Europe all de way to the island of Euboea near Greece. Unfortunately it looks like de Mongrain woman had a near miss with a boat bomb after some locals remember seeing some pale faced guys in black cloaks visit her."

"The Scriers. The only reason Osborn would order Mongrain bumped off would be to tie up loose ends. That means that the target likely got transferred into their custody after that." She said immediately being able to identify the mystery men.

"Dat be our call too. Managed to follow their trail a bit further but looks like they got ambushed by a man named Kaine. They got messed up pretty bad with only two surviving." Gambit said sounding like he wanted something, "De name Kaine mean anythin' to you?"

"He's a failed clone of Spider-Man. Dangerous. Picture the web head with a more Wolverine/Punisher way of doing things and you pretty much have Kaine." She replied after a moment's recollection.

"Matches up with what we found." Remy said sounding unsurprised, "We interrogated de two survivors but dey were pretty tight lipped petite. Osborn got them scared bad."

"Dead end?" she asked hoping that wasn't the case.

"Non. Dey mighta been tight lipped but dat woman Misty be DAMN scary when she wants to be." Remy replied sounding both impressed as well as wary, "With a little help from the rest of us we managed to get a couple leads from each of them. It's why I called…I think we mighta found her."

"Where?" she asked already making mental plans for the plane ride she'd be taking.

"Rome of all places. A Multivex research facility specializing in gene therapy, medical applications for nanotechnology and neurological disorders." Gambit replied promptly amidst the sound of shuffling papers.

"Tell the team to start gathering the info and tech needed to do a little covert B&E." she ordered getting up from her chair and turning off the TV, "I'll grab the first available flight over."

"You sure you want to do dis chere?" Remy asked sounding a little cautious, "Could be a dead end."

"No. I trust you guys." She said with confidence, "You wouldn't be saying 'we mighta found her' unless you had some pretty solid info to back up those words. Besides I told you guys I wanted to be there for the final charge and I meant it. I've been having Rachel push extra hard during training so I could make sure I'd be able to keep up."

"Suit yourself petite." Gambit said obviously realizing that he wouldn't be getting anywhere with her, "Give me a call when you know which flight your on and we'll be there to pick you up."

"Sure thing Remy and…be sure to tell the team I appreciate you guys taking a job from a teenager." She said genuinely conveying her thanks, "I'm pretty sure most thieves and give teen customers the brush off especially if the job's three years old and definitely if they're not seriously compensated for their time."

"Hey, the little girl of a hero was in trouble and the proof ya had was sound." Gambit said reassuringly over the phone, "Add that to what we found out on our own and it became solid. So we do what heroes do and save the day."

"Thanks just the same." She said before hearing footsteps, "Gotta go. What's the number?"

After hearing the number she TKed a pen and a piece of paper from the nearby table and immediately wrote it down and ended the call with Gambit. Just in time too since it turned out to be Rachel that'd been making the footsteps and she still wasn't sure she wanted Marvel Girl to find out about her little 'overseas business venture'. Not only would her housemate not be happy that she was kept out of it from the beginning but there was a decent chance that her fellow redhead would try to block her involvement. Not only was she a one of a kind commodity but like most teachers Rachel would be wary of sending her into a dangerous situation without her being present. Thus she would make a small amount of chitchat, escape to her room to pack and while there come up with a perfectly 'safe' reason to explain her wanting to go on 'vacation' to Rome. She already had the DNA stuff from Logan, it arrived about a week after the group meeting, so if little May really was there like she believed they'd be able to positively ID her.

 _Should probably call the Institute and see if Logan wants to go with me._ She thought while keeping her telepathic shields were in place, _He did me a solid acquiring DNA samples from Pete and MJ not to mention getting some combo possibilities mapped out by a pro along with a device that can fit in my pocket. Besides it'll probably be useful having a near indestructible killing machine on the mission._

"What's up?" Rachel asked sounding mildly curious.

"Not much. The usual stuff on the idiot box." She replied casually while keeping her features schooled in neutrality, "Figure I might head into Snow Valley and see if anything fun's going on there. Anything you want me to bring back?"

"Nah I'm good." Rachel replied with a slight negative shake of her head.

"'Kay. See ya!" she said before heading for the stairs at a casual walking pace.

As soon as she was sure that she was out of Rachel's direct line of sight she picked up the pace and once inside her room she grabbed the suitcase she'd found in the closet her first day at the Academy and began to fill it. She wouldn't put much in, two or three days worth of clothes at most plus toiletries, since she didn't imagine they'd be sticking around Rome much longer than that. She wouldn't have to worry about packing a costume since Bennu could change whatever clothes she wore into her Dark Phoenix uniform and unless things went pear shaped it wouldn't be needed anyway.

Once she was sure she hadn't forgotten anything she went over to the window, opened it and then telekinetically sent her suitcase over to where the garage was. She'd already been given a driver's license due to being taken out for a test drive not long after arriving at the Institute so she'd have no trouble 'borrowing' Rachel's vehicle. The fact that by leaving the car in the airport parking lot the daughter of Jean Grey wouldn't be able to catch up very easily was only the icing on the cake.

Setting the suitcase down on the ground she closed her window and quickly changed out of her 'casual around the house' clothes to her 'going out and want to look good' clothes. Tucking her passport, wallet and the DNA scanner into pockets she left her room making for the front doors of the central Academy building. Keeping her mental shields strong so as to let nothing out that Rachel might pick up on she exited the building before walking over to the front entrance of the garage. For all the wasted room that existed on the Academy grounds seeing as how there were only five of them there it was a rather nice place.

 _Who knows…maybe someday I'll go the Xavier route and open up a school of my own._ She thought off hand not at all serious since she figured she'd be a lousy teacher.

So why was the thought lingering in her mind longer than any other whim she'd ever had?

Shaking her head she opened the door to the garage but when she looked in the direction of Rachel's car she found that her sneaking skills needed work.

"So where are we going?" Rachel said suitcase at her feet leaning against the car.

"How-?" she asked unable to figure out where she made her mistake.

"Your telekinesis. Even when things are peaceful I keep a mental ear out for anything out of the ordinary. Comes in handy when it comes to seeing an attack coming." Rachel replied ever as she used her TK to pop the trunk and put the suitcase inside, "I sensed when you used TK to put your suitcase outside of the garage. Once I knew that the rest was easy. So where're we going?"

For a moment she considered bullshitting or ever taking the offensive and trying to surprise her sensei with a telepathic attack meant to render her unconscious for a few hours. In the end though she decided that it would be more trouble than it was worth.

"Rome. Gotta make a call first though." She replied taking out her cellphone and dialing the Institute.

It was looking more and more like no matter what defenses Osborn might have in his Rome facility her group would have the skill as well as the power to steamroll right through.

She didn't have a problem with that.

 _ **Leonardo da Vinci Airport**_

 _ **Rome, Italy**_

 _ **The Next Day**_

 _ **Rachel's POV**_

 _Here's hoping that nothing happens forcing us to raid the place immediately._ Alexia thought at her telepathically, _I need time to recover from the jet lag._

 _Not to worry darlin'._ Logan thought as they walked from the plane to baggage claim area, _Gumbo didn't have anything worryin' to say when you called him to tell'em what flight we were on so we should be good for a day or so._

She couldn't disagree with that plus it'd also give her a chance to find out more about what they'd be up against in Rome. During the car ride from the Academy to New York City Alexia had told her everything about what she'd been up to from the fake email that'd gotten her away for a few hours to the morning they left. Honestly she was a little angry that her student hadn't brought her in on her plan to recuse Spider-Man's kid. She'd fought beside the wall-crawler and considered him a friend as well as a true hero despite what the Daily Bugle would have the public believe. If that bastard Osborn really had kidnapped a baby right out of the delivery room then she had no problem being part of the effort to get the little girl back. Apparently Alexia had been concerned that she'd tell Frost and her father about the plan and that all the commotion might spook Osborn's cronies into doing something…drastic. She'd pointedly told the girl that she did not go running to daddy like that but she understood why it was necessary to not draw attention to the effort.

After all her adventures with Excalibur and the X-Men she'd become familiar with madmen like Osborn as well as the sort of resources they had at their disposal.

Once they'd arrived at the airport they'd waited for Logan to show up and once he did they immediately booked the fastest flight they could to Rome in order to hook up with the others. Alexia updated Wolverine on the situation telepathically during the flight and surprisingly enough the ex-Canadian didn't gripe about it like he usually did when it came to telepathy. Not that she didn't understand why he'd have a problem with it considering the sheer number of times his mind had been fluffed, rinsed and dry cleaned but it was just odd not to hear him grumble about it. The rest of the flight was pretty normal: bad food, mediocre movie and at least one whiny baby that wouldn't stop crying until she telepathically figured out what was bothering the little one and resolved the issue. As a result all three of them were glad when they finally arrived in Rome so they could get someplace a little more comfortable.

 _I hope you're right Logan._ Alexia thought telepathically sounding a little skeptical, _Still I guess so long as I get hopped up on enough caffeine and sugar I should be able to make it through the mission if we have to charge in ASAP._

 _That stuff might work in the short term but it ain't more than wire an chewing gum._ Logan thought back sounding against putting Alexia in the field if she was suffering jet lag, _If we do have to jump the gun you'll stay back at the hotel and be the psi-communications agent. If the shit really does hit the fan then you'll be the ace up our sleeve._

 _Here's hoping Osborn doesn't have telepaths of his own on the payroll then._ Alexia said as they got their luggage and moved to where Remy should be waiting for them, _Otherwise we'll be finding out the hard way if I'm good enough to kick psionic ass with the best of them._

 _You'll do fine._ She thought telepathically reassuringly.

Walking out into the open air it didn't take long for them to spot Remy and the Cajun spotted them a second later.

"Welcome to Rome mes amis!" Remy said casting his arms wide as an invitation to take in their surroundings, "Have a nice flight?"

"I think we both know the answer to that Remy." Alexia replied taking the lead, "Any new developments since I called you from New York?"

"Non, nothing, Misty and Danny running stakeout on the place to keep tabs on anything suspicious happening but they haven't called in so everything should be cool there." Gambit replied as he led them all to his rental car, "She-Hulk is using her legalese and contacts to try an get us more info on interior security and personnel but even at her best you can only push things so far before people start smellin' de stink."

"Hopefully they won't tip off the 'in the know' people working there." Alexia said as they reached the car, "Corporate warfare being what it is they've got to know what to look for when unknowns start sniffing around."

"Don' worry. If they ask they'll find info makin' them think we be workin' for Roxxon." Gambit said as they all began to pile into the car, "Everyone knows those people're crap when it comes to subtle and cannon fodder makes up ninety-five percent of their employee pool. While they're waitin' for mech suits and a small army of mercs we'll slip in, find Spidey's kid and be gone before they get a chance to reorganize themselves."

"Let's hope it goes that smoothly." Alexia said definitely sinking into a leadership position, "Logan as soon as we get to the hotel room look over what they've managed to get on the building. When you're done I'd appreciate it if you could do some quick hyper-senses recon on the facility. See if there're any scents you recognize. People, weapons, chemicals and anything else that could be helpful. But top priority is not to get spotted or make their security people think something might be up."

"You expecting more than the usual security?" Logan asked as Gambit pulled out of the parking space.

"Osborn's hired technologically augmented people before and with there being super powered mercs by the dozen available on the open market I doubt he'd be satisfied with rent-a-cops." Alexia replied as the car pulled out into traffic, "I think it'd be best if we knew in advance what we'd be facing if the stealth portion of the plan goes FUBAR and becomes running and gunning."

"You know he's not going to have anyone suspicious topside right?" Remy asked sounding skeptical about what Wolverine would find.

"True but unless Osborn's got apartments built into the place the people're still going to need to come and go." Alexia replied after letting out a good yawn, "Same thing with weapons. They have to wear out and they have to need fresh ammo or power packs sooner or later. That means trucks coming and going."

"It's better than getting blindsided entirely." She said putting in her support for Alexia's position.

"Give me an hour after I've looked over the info Gambit's group has managed to dig up." Logan said deciding things for the car riding group.

"Fine. Once we have your recon info we'll pool everything we've got and try to come up with a plan for getting to where they're keeping Spidey's kid and exiting the building with her." Alexia said as the scenery passed them by, "If we've all done our jobs right Osborn has no clue who's been scoping out the place and the same goes for any minions minding his operations while he's otherwise occupied. Unless he's got someone completely psycho paranoid as head of security here they won't have something tailor made to take down each of us. Still…keep the pace high, your senses sharp and watch each others backs."

 _Damn._ She thought looking at the girl in the teenage body of her mother, _I don't know if it's what she went through back in her native reality or what she's learned since coming here but she's got leadership potential._

She made a mental note to mention this to her dad when they got back.

Sure Alexia hadn't said specifically that she planned on joining the X-Men, just that she'd be a superhero, but she thought it'd be nice to see a Grey girl become the leader of the X-Men one day. Thinking about Alexia being a Grey another thought came to her and while it was beyond complex, almost enough to make her shelve it indefinitely, it also didn't feel right to ignore. People she knew, people she loved, deserved to know about Alexia just as her student deserved to meet them face to face.

There was only one problem: how the hell was she going to explain to the rest of the Grey family that a girl who looked every bit like Jean Grey…wasn't?

 _ **The 'Rescue Little May Parker' HQ Hotel Room**_

 _ **Two Days Later, Nighttime**_

 _ **Alexia's POV**_

 _GOD I hope I don't screw this up._ She thought as she looked across the street at the Oscorp building they were about to infiltrate.

It'd been two days since she'd arrived with Logan and Rachel in Rome but it felt like only yesterday seeing as how the team had suited up less than five minutes ago. It was night and correspondingly the team she'd assembled had clad themselves in darker versions of their usual fighting outfits in order to blend into the shadows more. In She-Hulk's case she'd be staying back with him to be the cavalry in case things took a turn for the worse. As Jen Walters she didn't have the physical abilities or the training to sneak in with the others and as her alter ego would have trouble staying inconspicuous. Like it had been originally suggested she'd be providing the telepathic uplink between the various team members while Rachel with her superior skill would use her telepathy to give the infiltration team as much advance warning as possible of trouble.

"Relax 'Xia." Rachel said as she walked up next to her, "You've got the training to do this and you'll have me for backup. Just stay focused on your job and don't let the details distract you."

"Enough with the pep talk." Misty said checking each of her various weapons before putting them back in their respective sheathes, "Our window's opening up soon and it ain't gonna stay that way for very long."

"Right…right." She said as she went over to the nearest chair and sat down on it, "Prepare yourselves for psi-linking. Remember this won't do anything more than let you 'talk' to each other mind-to-mind instead of out loud. I won't be going any deeper than what's necessary to make that possible. Good?"

Nods all around showed that they trusted her to stick to her word and so she closed her eyes a moment to center herself before setting about establishing the psi-links with herself as the nexus point. It was an odd feeling and despite having practiced with Rachel she doubted that she'd be getting used to it very easily. The buzzing of five people's surface thoughts in the background of her mind was not something she found comfortable so hopefully he wouldn't have to do it for very long. Once she was sure the links had been established and were stable she opened her eyes.

"Okay each of you give it a test drive to make sure I got it right." She said hoping that she hadn't screwed up.

A few quick exchanges and a pick up line from Gambit directed at She-Hulk confirmed that they could hear each other's thoughts.

"Let's do this." Wolverine said looking up at the skylight their room had come with, "Open'er up."

In response to this Rachel reached out with her telekinesis to open the skylight and once done the team began filing out onto the roof. Once they were all out the skylight was closed allowing her to focus less on keeping track of the team visually and more on managing the communications of all of them mentally. She could still sense where they were thanks to the psi-links so she knew they were making their way across rooftops to the best crossover point Logan had found on his recon mission. The Canucklehead's once over had confirmed the presence of your traditional corporate security guards armed with the most potent firearms that a business could legally possess in Italy. He'd also sniffed out several hidden weapons emplacements and invisible tripwires along with the usual security system components. Logan hadn't picked up anything that suggested super villain presence but she felt in her gut that there had to be more than your standard security precautions present.

Even if Osborn was completely unaware of their presence little May Parker was a valuable asset and whatever the monster was doing to her was probably illegal as far as Italy was concerned. He'd definitely take steps to make sure that no one could get on the same level as the child much less enter the same room as the girl without the necessary authorization. There'd likely be retina scanners, DNA scanners, palm scanners, x-gene scanners and anything else that'd make it near impossible for intruders to go where they weren't permitted. Still the team he'd assembled, directly and indirectly, had the skills needed to overcome these hurdles and only something completely impossible to anticipate stood a chance of tripping them up.

That was why she, She-Hulk and Rachel were staying back as the cavalry.

If the unexpected got in the way of the infiltration team then there'd be a surprise waiting for that unexpected element.

 _We're inside the wall._ Logan thought through the psi-link, _Moving to established entry point._

The first hurdle was overcome.

The next would be to bypass the security measures inside the wall as well as the ones meant to keep their entry door from being opened by intruders. That meant invisible tripwires, concealed security cameras and likely a combination of key card plus scanner on the door the team would be going through. Those with superhuman senses would be able to detect these things well enough to avoid them while the rest had specialized goggles that'd let them keep up. Given how visible the grounds of the corporate building were she doubted that there'd be anything too troublesome on the surface.

It'd be once they got away from the prying eyes of the public that the more exotic and potentially overkillingly lethal would come into play.

 _STOP!_ Wolverine thought loudly to the other members of the insertion team, _Perimeter guards._

 _Want I should give them a time out?_ Gambit thought inquiringly sounding like he was confident in his ability to do it without letting the alarm be sounded.

 _Forget it Cajun._ Wolverine thought in opposition, _A set up like this probably requires they check in regularly. If we knock them out they won't check in and the rest'll know somethin's up._

 _He's right._ Iron Fist thought providing his support for restraint, _Besides Alexia made it clear she didn't want Osborn being alerted any sooner than absolutely necessary._

This seemed to settle matters and a few moments later she felt the team once more advance in what could be considered a haphazard manner towards the entry point into the main building. She knew that they were specifically moving to avoid showing up on camera or tripping any alarms and so when they once more came to a stop she knew they'd arrived at the door.

 _Step back and let Le Maîtriser work mes ami!_ Gambit thought with no little bit of arrogance in his mental tone.

He could feel several bits of mental eye rolling from the rest of the infiltration team but true to the Cajun's words he managed to get them past the obstacles associated with the door quickly. After that came the measures just inside the door but apparently Misty Knight was no stranger to getting into secure facilities since she could sense the woman doing something after which the team resumed moving. It was a bit nerve racking to just hear what was going on the few times the team members needed to 'speak' to one another and have a basic idea of where they were through telepathy. She'd like it a lot better if she could see through a team member's eyes but this would be deeper than they'd agreed to so she contented herself with what she had.

She was only peripherally aware of the passage of time with the focus of her efforts being to maintain the psi-links but it was when she felt the tension in the team rise she knew they were about to leave for the next level beneath the surface. Up until then there'd been a limit to what security Osborn could put into place without raising eyebrows but without ground penetrating sensors he'd be free to put forth whatever security tech he deemed fit.

Whether it was legal or illegal in nature.

 _How're things looking so far guys?_ She asked through the psi-link, _Anything got you worried?_

 _Nah!_ Wolverine thought dismissively as the group came to a stop, _So far everything's going smooth as ice._

 _So of course you're gonna be twice as paranoid as before from here on out._ She thought knowing that when things started going too smoothly something FUBAR was on its way, _Right?_

 _Smart girl._ Logan thought back with a grin no doubt physically on his face.

She mirrored his grin without realizing it but that grin took a nosedive when all of a sudden the psi-links with the team cut out without any warning. Thinking that she'd somehow messed up she reached out telepathically to re-establish them but when her mind reached the last point they'd been connected as well as the area around it for a dozen or so feet.

Nothing.

She reached out further in the hopes that she'd just misjudged the descent rate of the elevator they were probably on but still got nothing.

Deciding to go for lucky number three she stretched her telepathy as far as it'd go but unfortunately some of the old Harris luck must've still been around because she got nothing again.

"Um…Rachel…I think we've got a problem." She said as her consciousness fully came back to her body as well as the environment surrounding it, "I can't find them. You?"

It took a minute before Marvel Girl replied but she could tell from the look on her face the answer wasn't a good one.

"No. Osborn must've installed some sort of tech that blocks psionic energy from making it into the lower levels." Rachel replied as she got up off the bed she'd been sitting on.

"It wasn't in any of the files I got through my sources." She-Hulk said sounding like she was wondering if she'd made a mistake somewhere.

"Which means it's something Osborn had installed himself behind closed doors and under the table." She said moving over to a suitcase that she'd brought along with her usual clothes, "We've got get in there."

"No. We give them ten more minutes." Rachel said with a shake of her head, "If I know Wolvie he'll send one of the team to find whatever's blocking us and take it out. Even if he doesn't do that they're a solid team. They'll adapt."

"And how'll we know when they need the cavalry?" she asked not liking the possibility of arriving too late to make a difference.

"Trust me." Rachel replied with a nostalgic smile, "If Wolverine and the others need out help we'll know it."

She had a point considering the fact that Wolverine and Gambit's abilities were far from subtle and if they came up against something they couldn't handle the fireworks that'd result would be signal enough to charge in.

She just hoped that by the time they knew to charge in that the mission hadn't conclusively become a failure.

 _ **Wolverine's POV**_

"We got trouble." He growled as they hit the floor their intel figured Parker's baby would be.

"Yeah. I think we figured that out for ourselves mon ami." Gambit said sardonically as the elevator doors opened, "What now?"

"Now Gumbo you see if you can track down whatever cut us off from Marvel Girl and Alexia. Find it and scrap it." He replied even as he took an experimental sniff of the floor they now had to look through, "The rest of us'll look for the girl. Hook up with us as soon as you clear the airwaves."

"Consider it done." Remy said before he took off down a hallway to the right.

"Let's move!" he said after picking up that his mind identified as suspension fluid used in tubes commonly employed in biological experiments, "'Cause it's gonna be a lot harder from here on out."

While he'd like to think that whatever was keeping Rachel and Alexia out wouldn't set off the alarms when it detected someone trying to mind peep into the sub-levels he wasn't going to bet on it. If the jig was up then they needed to find Spidey's kid quickly but not recklessly since there was still room enough for the possibility that they were still unnoticed. They needed to pump that possibility for all it was worth because every second they avoided detection was another second ahead of pursuit they'd wound up being.

With stealth and skill born of past experience he along with the two team members still with him navigated through the maze of hallways concealing themselves as needed from corporate employees, cameras and sensors along the way. Sadly when they reached the wing of the sublevel where they believed the child to be they discovered a decided leap up in security. There was a security checkpoint at the only entrance to the wing with four guards present clad in gear he normally didn't see outside of a S.H.I.E.L.D strike team. He also spotted signs of a blast door just behind that he'd bet a box of Cubans would drop down the second the alarm triggered. Was it made of a material his claws wouldn't be able to cut through? He didn't know since the value of Spidey's kid where Osborn was concerned was still unknown.

"How's it look?" Misty Knight whispered from her crouched position behind him.

"Bad. Guards are blocking the only way into the wing and we've got a blast door just waitin' to come down when the alarm goes off." He replied trying to think of a way to overcome their present problem.

"Rushing them an option?" Misty asked sounding like he favored that possibility.

"…One of us might be able to slide under before the door finishes comin' down but not all of us." He replied weighing what he'd seen against what he knew was possible, "With no way of knowing what's in that wing whoever goes in might just be tossing themselves out of the frying pan and into the fire. Probably best if I go."

"I'll hold off the guards then while Iron Fist punches you an exit." Misty said deftly avoiding the role of the sole person to move on.

"It might take awhile." Danny said no doubt concerned about the metal the door was made of and how durable it was.

"Hopefully by then Gambit'll have the psi-blocker offline and we can call in the cavalry." He said as he prepared to push off the floor to get to top speed, "With them as backup we'll manage."

"Sounds like a plan." Misty said as she took out her forty caliber Glock S&W.

"Yeah. Let's hope it turns out to be a good one." He said before bolting around the corner popping his claws as he did so.

He could tell exactly when the guards at the wing entrance spotted him just as he could see one of them reaching out to a panel of buttons on the wall presumably to sound the intruder alarm. Pouring on the extra speed he knew he'd arrive to late to stop it so he focused his efforts on getting past the blast door before he got locked out of the wing. Bullets and energy blasts began to come at him from the weapons of the remaining guards but it wasn't anything he hadn't soldiered through before. The kinetic energy behind some of the shots that hit him did come close to knocking him off his stride but with everything that was at stake he managed to keep his speed steady. As the blast door began to fall and the alarms began to sound he waited as long as he dared before dropping into a baseball slide letting the momentum of his heavy body carry him the rest of the way.

It was still a close call as he could feel the displaced air as the door slammed down probably not more than an inch behind him.

Not wasting time remarking about how close it was he immediately got back to his feet before sprinting for the main area of the wing looking for any sign of Spidey's kid. He knew Parker and MJ's scent well enough that if the baby had spent any time recently outside of a tank or airtight chamber his nose would pick up on it. When he reached an intersection of hallways that looked like they led to four separate sets of four labs something wafted by his nose that immediately caught his attention. He wasn't given time to consider it though since out of nowhere another scent flooded his nose instinctively causing him to dive forward.

CCLLAAANNGG!

A good thing he did because once he regained his footing he turned around to see a sizeable dent in the floor as well as the cause of it.

A green, cybernetic, spiked tail slowly slinking back down the one hallway he hadn't scoped out before the attack happened. Following it back to its source he spotted his new sparring partner and it definitely supported the idea that one of Spidey's foes was connected to the corporation.

"Scorpion." He growled as he prepared himself for a serious fight.

"Don't know what you an your friends are doing here Wolverine but you ain't getting out of here alive!" Scorpion said trying to look intimidating and scary.

"Bub if you knew the number of times I've heard that line!" he growled before going on the offensive since it was always his preference.

Predictably the overgrown bug tried to swat him with the tail but since he saw it coming this time he knew he'd be able to evade it and give it a trim at the same time.

At least he thought he could but just as the claws on his left hand were about to cut through the metal tail something happened that he hadn't seen coming.

The segments of the tail that he thought were irrevocably connected out of nowhere separated leaving nothing but air to be sliced and diced. The only clue he was given as to why was the odd and painful sensation that arced up his left hand to the elbow before fading away. Then as quickly as the segments separated they snapped back together apparently allowing Scorpion to lash out again resulting in a partially connecting hit that knocked him into a wall.

"Nice try Avenger but the boss figured someone might try and chop my tail off." Scorpion said sounding like he suddenly thought he was a contender for 'the best', "As fast as you can try to cut it I can make sure you hit nothing but air."

"Then I guess I'll just go straight to the source!" he said shelving the idea of de-tailing the villain in favor of just kicking the crap out of him.

With limited space for evasion advancing on the creep wasn't easy but a point in his favor was that Gargan had all the skill of a barroom brawler making his moves predictable. Add to that the limited amount of ways a tail could be used in combat, basically sweeping motions or thrusts, and he soon closed the gap between him and his foe swiftly. As soon as he got close enough he lashed out with a feint and an upswing that almost proved to be enough to cause Scorpion to stumble backwards and fall right on his ass. However to the man's credit he recovered his balance a few seconds later and like a bully that didn't like to look weak Gargan recklessly charged forward swinging wildly with both fists and tail. While this did make the goon more predictable the added adrenaline boosted the villain's speed and as he found out much to his chagrin the man's strength as well.

If he didn't have his Adamantium bones the blow that sent him flying then tumbling back the way he'd come would've broken him in two.

Nothing he couldn't have healed from but it'd have left him vulnerable to follow up attacks that'd take him outta play longer than he could allow.

 _Gotta figure out a way to take this jerk down quick._ He thought angrily as he moved to once more close the gap.

Just as he reached the halfway point flashes of light from either side as well as behind him blinded him temporarily but that wasn't the worst part.

That happened next when a trio of attacks that slammed into him causing his body to drop to his hands and knees.

 _Sniff, sniff, smells like energy blasts._ He thought as his body healed and resumed working the way it was supposed to.

Turning to see what'd hit him he found himself hoping that the Cajun got that telepath blocker offline soon.

Three Scriers and the Scorpion were a little above what he could handle without completely trashing the joint.

 _ **Gambit's POV**_

 _Tsk, tsk!_ He thought as he stopped trying to pick the electronic lock where he figured the source of the team's psi-problems was located, _Sounds like Wolverine gone found himself some trouble._

Not like it ever had any trouble finding him most times anyway.

Still they were all going to have heaps of trouble soon enough when the rest of the security forces came down from above and whoever was in charge called in any of the other surprises Osborn might've had hidden away down here. So with the covert part of the mission out the window he decided not to waste anymore time trying to get into the room quietly.

"First we charge the card." He said as he pulled an ace of spades out of his card holster, "Then we blow it up."

With a toss that he could do in his sleep he threw the charged playing card at the location of the lock and watched as it detonated 'unlocking' things for him. Still took a little lever work with his bo staff to pry the door the rest of the way open but he managed it just the same admitting him to a room with enough sophisticated hardware that he was glad McCoy wasn't with him. If that had been the case he'd probably wind up getting an unwanted lecture on the scientific principles behind the telepath dampening device. Looking the place over with his expert thief's eye he looked for the right set of buttons, dials and switches that'd bring the blocker down.

Then he realized that he was overthinking things so instead he merely placed his left hand on the array of hardware before applying his kinetic charge to it. Walking casually from one side to another he didn't stop until it all had a decent amount of power in it but once that was done he hastened out the door before taking cover a good dozen feet from the room. Seconds after he finished crouching the charged array of tech detonated completely obliterating anything in the room and leaving little of the wall separating it from the hallway. Taking a moment to admire his handiwork he then decided to see if he'd had any success in removing the obstruction keeping the two redheads out of his head.

 _Yo 'Xia! Rachel! You two femmes listening?_ He thought as loudly as he could just in case there was still some white noise getting in the way.

 _REMY! You okay? What's going on?_ Xia thought at him a little louder than he'd have preferred.

 _Quiet girl! Qui-et!_ He thought even as his head still rung a bit with the girl's telepathic message, _I be fine chere and what happened is Wolverine's havin' some words with the local bouncers. LOUD words._

 _Then we're coming in._ Xia thought at him as if her mind was already made up, _If our secrets out there's no sense staying out here when the rest of you are about to get hip deep in baddies._

 _I'll make sure the dance floor is all warmed up for you petit soeur._ He thought as he heard the sound of boots pounding floor approaching.

Bringing up his next unused card he waited until his sense of hearing told him that the guards were less than five steps from turning the corner before charging it and gently tossing it in their path. He didn't put much oomph into it, just enough to knock them on their butts and put some ringing in their heads, and a second later he was around the corner laying into them with his staff. It was a little tough seeing as how the guards were decked out in protective tactical gear but everything had its weak spots if you knew where to look. Being a master thief it was his job to be able to spot such weaknesses quickly and exploit them just as fast so while the guards weren't amateurs they weren't quite up to his level.

Too bad they had quantity to make up for their lack of quality.

Still he'd faced worse odds before and the fact that the hallway was narrow enough that they couldn't come at him in groups larger than four without tripping over each other. That made his job easier especially since with them being in such close quarters all it took was a single playing card to take out four of them at once.

Of course when he heard another batch of armed men coming at him from the other direction he remembered one of the cardinal truths of battle. Fighting a foe on multiple fronts was never a good idea and getting penned in with your back to the wall was even worse. So he veered off back the way he'd come in order to hook up with the others so he could improve his odds until the cavalry came riding in with the heavy firepower. Scattered guard teams and personnel that hadn't been evacuated yet popped up from time to time but it wasn't hard to deal with them either by dodging past them or showing them how well he could fight. It didn't take him long to hear the sounds of martial arts mastery and bangs too big to be natural meaning he'd found Misty, Danny and probably Logan though he didn't hear any screaming or growling.

Just as he was about to turn the corner his instincts told him to come to a screeching halt and it was a good thing he did since a minute later a familiar form shot through the air past him like it'd been thrown. A quick look identified the flying fellow as Iron Fist and that did not bode well because given the expertise in hand-to-hand combat the man had the number of people capable of throwing him were reduced to a mere handful. Looking back the way his ally had come he spotted the culprit trying to pin down Misty and while he didn't recognize her the fist or foot sized holes implied much. While he wouldn't quite put her in She-Hulk's weight class she was definitely powerful enough that she could kill a person with one blow if they weren't careful.

 _Better give the lady a hand._ He thought as he charged a trio of cards and threw them at the purple clad powerhouse.

BOOM!BOOM!BOOM!

The detonations were good enough to distract the woman, maybe even daze her, thus allowing Misty to get around her opponent and next to him.

"So what's goin' on Misty?" he asked even as the obviously superpowered femme turned to face the two of them, "Didn't think there'd be anyone dat Fist or you couldn' handle."

"Neither did I but this bitch is proving harder to put down than we thought." Misty replied even as she began to open fire on the purple clad woman's joints and eyes, "Iron Fist managed to hold his own for awhile but I think while he was playing for a tournament win she was playing for keeps. You do the math."

Point.

While he didn't always follow them there were certain unofficial rules that every white hat in spandex or a cape followed unless they wanted to be taken down by their own. One of them was excessive force was a big no-no as was using lethal force in any situation where it wasn't the only way to stay alive. As a result most heroes had conditioned themselves to never go that far when fighting their evil counterparts and this led to pulled punches as well as measured punches. If your opponent wasn't doing the same though then even if you technically were superior to your foe in fighting skills it was still possible to lose substantial ground.

"Then its about time we all get serious 'cause here she come!" he said just as the angry looking lady pulled out something that was shaped like a gun so it probably was a gun.

RATATAT! RATATAT! RATATAT!

 _Yep! Definitely a gun!_ He thought as he spun his staff was fast as he could to deflect what shots it could while at the same time tossing a random charged card when he could to hopefully disarm the woman.

Fortunately Misty was of the same mind as she adjusted her aim to go for the hands as well as the weapons.

Too bad said guns were decidedly durable.

"You're going to have to try a lot harder than that!" the woman yelled just as she was reaching close quarters combat range.

CCCRRRAAAASSSHH!

THAT was the sound of the ceiling crashing down between the good guys and the bad girl like someone had dumped a steel pillar from high altitude. However instead of a pillar appearing once the debris settled he found himself smiling as the forms of She-Hulk and Alexia both of whom looked ready to lend a helping hand.

"Happy to oblige!" Shulkie declared before delivering a right hook to Miss Purple's jaw succeeding in flooring the woman.

 _I love women with excellent timing._ He thought as a confident grin blossomed on his face.


End file.
